As filed with the Securities and Exchange Commission on April 15, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF
1933

NEOPHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

3674

94-3253730

(State or other jurisdiction ofincorporation or organization)

(Primary Standard IndustrialClassification Code Number)

(I.R.S. Employer

Identification Number)

2911 Zanker Road

San Jose,
California 95134

(408) 232-9200

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Timothy S. Jenks

Chief
Executive Officer

c/o NeoPhotonics Corporation

2911 Zanker Road

San Jose,
California 95134

(408) 232-9200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John H. Sellers, Esq.

William B. Brentani, Esq.

Cooley Godward Kronish LLP

Simpson Thacher & Bartlett LLP

3175 Hanover Street

2550 Hanover Street

Palo Alto, California 94304

Palo Alto, California 94304

(650) 843-5000

(650) 251-5000

Approximate date of commencement of
proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration statement for the same
offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definition of accelerated filer, large accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Act.

Large accelerated filer
¨

Accelerated filer ¨

Non-accelerated filer
þ

Smaller reporting company
¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

Proposed maximumaggregate offeringprice(1)(2)

Amount ofregistration fee

Common Stock, $0.0001 par value per share

$115,000,000

$8,199.50

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes shares that the underwriters have an option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 15, 2010

Preliminary Prospectus

shares

Common stock

This is
an initial public offering of shares of common stock by NeoPhotonics Corporation. We are offering shares of our common stock, and the selling stockholders identified in this
prospectus are selling an additional shares of common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. The
estimated initial public offering price is between $ and $ per share.

Currently, no public market exists for our common stock. We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol
NPTN.

Investing in our common stock involves a high degree of risk. See Risk factors beginning on
page 12.

Per share

Total

Initial public offering price

$

$

Underwriting discounts and commissions

$

$

Proceeds to us, before expenses

$

$

Proceeds to selling stockholders, before expenses

$

$

We have granted the underwriters an option for a period of 30 days to
purchase from us up to additional shares of common stock at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver shares of common stock to
purchasers on , 2010.

You should rely only on the information
contained in this prospectus or in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we nor the selling stockholders have authorized anyone to provide you with information different from that
contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

No action is being taken in
any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United
States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your
investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections Risk
factors and Managements discussion and analysis of financial condition and results of operations, in each case appearing elsewhere in this prospectus.

Overview

We are a leading designer and manufacturer of
photonic integrated circuit, or PIC, based modules and subsystems for bandwidth-intensive, high-speed communications networks. The rapid growth of bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing
and other multimedia, is driving the demand for high-bandwidth products. The demand for bandwidth capacity is further intensified by the proliferation of network-attached devices, such as smartphones, laptops, netbooks, PCs, e-readers, televisions
and gaming devices, that are enabling consumers to access bandwidth-intensive content anytime and anywhere over fixed and wireless networks, including 3G, and increasingly, LTE networks.

Our products enable cost-effective, high-speed data transmission and efficient allocation of bandwidth over communications networks. We have a broad portfolio of
over 300 products, including high-speed products that enable data transmission at 10Gbps, 40Gbps and 100Gbps, agility products such as ROADMs that dynamically allocate bandwidth to adjust for volatile traffic patterns, and access products that
provide high-bandwidth connections to more devices and people over fixed and wireless networks.

Our innovative PIC technology utilizes proprietary
design elements that provide optical functionality on a silicon chip. PIC devices integrate many more functional elements than discretely packaged components, enabling increased functionality in a small form factor while reducing packaging and
interconnection costs. In addition, the cost advantages of PIC-based components are driven by the economics of semiconductor wafer mass manufacturing, where the marginal cost of producing an incremental chip is much less than that of a discrete
component.

We sell our products to the leading network equipment vendors globally, including ADVA AG Optical Networking Ltd., Alcatel-Lucent SA, Ciena
Corporation (including its recent acquisition of Nortels Metro Ethernet Networks business), Cisco Systems, Inc., FiberHome Technologies Group, ECI Telecom Ltd., Telefonaktiebolaget LM Ericsson, Fujitsu Limited, Harmonic, Inc., Huawei
Technologies Co., Ltd., Mitsubishi Electric Corporation, NEC Corporation, Nokia Siemens Networks B.V. and ZTE Corporation. We refer to these companies as our Tier 1 customers. According to Infonetics Research, or Infonetics, an independent research
firm, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1 customers. In 2009, we had revenue of $155.1 million and a net loss of $6.8
million. We have grown our revenue at a 45.1% compound annual growth rate, or CAGR, from 2005 to 2009 due to organic growth and acquisitions.

Network traffic is continuing to experience rapid growth driven primarily by bandwidth-intensive content, such as HD and 3D video, music, social networking, video
conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices, and the widespread and growing use of IP-based video, including user-generated video, IPTV, streaming web video, video
conferencing and mobile video, enabled by 3G and increasingly by LTE networks. These factors have contributed to the growth in network traffic and placed significant strains on existing communications networks. According to Ciscos Visual
Networking Index, global IP-based traffic is expected to grow from 14.7 petabytes per month in 2009 to 55.6 petabytes per month in 2013, representing a 39.3% CAGR.

Service providers are increasingly moving beyond their traditional markets to deliver a broad suite of converged services, including voice, video, broadband and
mobile offerings. As a result, competition has increased, placing pressure on revenues, driving consolidation and creating increasingly complex networks with multiple bottlenecks. Consequently, service providers are seeking solutions that improve
profitability by utilizing scalable, low-cost, high-bandwidth network architectures that deploy increased bandwidth capacity closer to end users.

Optical networking has emerged as a key technology to support the increasing demand for bandwidth capacity due to its ability to provide the speed, agility and
access required by service providers. The market for high-bandwidth solutions presents a compelling opportunity for optical technology providers. According to Infonetics, global optical network hardware revenue is projected to increase from $13.4
billion in 2009 to $16.7 billion in 2013.

Existing communications networks face many challenges. Most currently available solutions consist of multiple
discrete components which result in a high degree of complexity, creating challenges to cost-effectively operate with the precision and performance necessary to deliver high-speed data transmission. In addition, approaches to increase bandwidth
capacity that cannot efficiently leverage existing infrastructure, or are not otherwise backward compatible, are less attractive to service providers.

Given these challenges, we believe that existing discrete optical solutions and certain alternative PIC-based solutions are sub-optimal and do not allow service
providers to cost-effectively deliver scalable bandwidth capacity to their customers. We believe this provides multiple opportunities for vendors that provide PIC-based modules and subsystems that address these challenges.

Simplifying communications networks implementation through large scale integration. We are able to simplify communications networks
deployments by delivering high levels of functional integration through our PIC solutions, which combine multiple discrete elements, in some cases over 100 elements on a single silicon chip.



Enabling acceleration of time-to-market for network equipment vendors. We believe our technology is attractive to leading service
providers and network equipment vendors because it enables them to implement new features and scale network capacity rapidly, cost-effectively and predictably to meet demanding time-to-market requirements.



Satisfying our customers quality and volume requirements. We believe we are one of the highest volume PIC manufacturers in
the world and have the ability to grow our capacity to meet increasing customer demand. Our Silicon Valley and China-based manufacturing facilities utilize semiconductor manufacturing techniques, such as statistical processing control and wafer
scale fabrication, which enable us to provide repeatable, well-characterized performance at nanoscale tolerances with high yields.

Our strengths

Our key competitive strengths include the
following:



Leading provider of PIC technology. Our differentiated PIC technology is a key enabler for delivering the speed, agility and access
necessary to meet the increasing performance requirements of high-speed communications networks, including 100Gbps, at low costs.



Tier 1 global customer base and leading supplier to fast growing Asian markets. We are focused on serving our global Tier 1
customer base of network equipment vendors in the United States, Europe and Asia. In addition, we are a leading global supplier of PIC-based and other communications products to the largest markets in Asia, and we sell to each of the leading optical
network hardware vendors, including Huawei Technologies. According to Infonetics, Huawei Technologies had the leading market share with 21.9% of the optical network hardware market in 2009.



Broad portfolio of products that address bandwidth bottlenecks across various network segments. Our products range from
single function devices to modules and subsystems that enable speed, agility and access across communications networks, such as wireless backhaul, fiber-to-the-home, cable and transport.



Global, vertically integrated volume manufacturing platform. Our vertically integrated design and manufacturing process in the
United States and China encompasses all steps from wafer design and fabrication to module and subsystem assembly and test, and allows for rapid iterations in the development cycle and shorter time-to-market for our products.



Strong knowledge base and extensive intellectual property portfolio. We have a significant intellectual property portfolio relating
to PIC design and fabrication, methods for assembly and packaging and other product designs and technologies. In addition, we employ more than 400 personnel dedicated to research and development, process development and manufacturing engineering in
the United States and China, including more than 30 professionals with Ph.D. degrees.

Our goal is to become the leading global supplier of high-performance optical technologies that enable the speed, agility and access required to support the rapid
growth in traffic over communications networks. Key elements of our strategy include:

Strengthening our relationships with our Tier 1 customers and penetrating new customers and geographies. We intend to deepen our
relationships with our Tier 1 customers by increasing design wins in their systems, and by further collaborating to create new solutions with superior features and capabilities. Additionally, we intend to penetrate new high-growth network equipment
vendors, particularly in emerging markets.



Expanding our product development and vertically integrated volume manufacturing capabilities. We plan to continue innovating in
our design and manufacturing process to shorten our product development cycles and enhance our ability to provide highly integrated PIC-based and other communications solutions.



Extending our product portfolio into additional segments of the network. Given the demonstrated performance and reliability of our
PIC-based products, we intend to leverage our technology to take advantage of new opportunities within communications networks.



Pursuing opportunistic acquisitions. We intend to opportunistically pursue acquisitions that we believe provide complementary
technology and can help accelerate our growth and market position.

Risk factors

Our business is subject to numerous risks and uncertainties, such as those highlighted in the section titled Risk factors immediately following this
prospectus summary, including:



our history of losses that may continue in the future;



the overall condition of the highly cyclical communications network industry, including the impact of any future downturn;



the loss of, or a significant reduction in orders from, our key customers, including Huawei Technologies;

We changed our name to NeoPhotonics Corporation in 2002 after having been incorporated as NanoGram Corporation in October 1996 in the State of Delaware. Our
principal executive offices are located at 2911 Zanker Road, San Jose, California 95134, USA, and our telephone number is +1 (408) 232-9200. Our website address is www.neophotonics.com. Information contained on our website is
not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock.

Our name is a registered trademark of NeoPhotonics Corporation. This prospectus contains additional trade names and trademarks of ours and of other companies.

We intend to use our net proceeds from this offering for working capital, to continue to expand our existing business and general corporate purposes. Accordingly, our management will have broad discretion
in the application of our net proceeds from this offering, and investors will be relying on managements judgment regarding the application of these net proceeds. We also may use a portion of our net proceeds from this offering to acquire
complementary businesses, products, services or technologies, but we currently have no agreements or commitments relating to any material acquisitions. We may also use a portion of our net proceeds to repay outstanding indebtedness, which currently
has interest rates ranging from 4.25% to 5.31% and maturity dates ranging from May 2010 to December 2010, but we currently have no commitments or specific plans to repay any particular indebtedness in advance of its maturity date. We will not
receive any proceeds from the sale of shares by the selling stockholders.

Proposed NYSE symbol

NPTN

The number of shares of our common stock to be outstanding after this offering are based
on shares of our common stock outstanding, on a pro forma basis as of December 31, 2009, assuming the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common stock
and the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an
aggregate of shares of common stock on a
-for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share,
the midpoint of the price range set forth on the cover of this prospectus, based on a predetermined formula whereby the number of shares of common stock issued to the holders of Series X preferred stock shall be the quotient obtained by
(i) dividing the total number of shares of

Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public, and excludes:



38,132,024 stock options with a weighted average exercise price of $0.17 per share outstanding as of December 31, 2009, exercisable into an equal number of
shares of common stock; and



30,199,710 shares of common stock reserved for future issuance under our 2010 equity incentive plan and 2010 employee stock purchase plan, which will become
effective in connection with this offering.

From January 1, 2010 to March 31, 2010, we note the following:



we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into
shares of common stock; and



we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock.

Unless otherwise indicated, all information in this prospectus assumes:



the automatic conversion of all outstanding shares of our preferred stock into shares of our common stock effective immediately prior to the closing of this
offering, including the conversion of shares of our Series X preferred stock into common stock based on an assumed initial public offering price of $ per share, the midpoint of
the price range set forth on the cover of this prospectus;



the amendment and restatement of our certificate of incorporation and the amendment and restatement of our bylaws prior to the closing of this offering; and



no exercise by the underwriters of their right to purchase up to an additional shares of
common stock from us.

None of the information contained in this prospectus has been adjusted to reflect
a -for- reverse stock split that we intend to effect prior to the completion of this offering.

The following summary consolidated financial data should be read together with our consolidated financial statements and related notes and Managements
discussion and analysis of financial condition and results of operations appearing elsewhere in this prospectus. The actual consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 are derived from
our consolidated financial statements appearing elsewhere in this prospectus. The actual consolidated summary balance sheet data as of December 31, 2009 are derived from our consolidated financial statements appearing elsewhere in this
prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

Years ended December 31,

(in thousands, except percentages, share and per share data)

2007

2008

2009

Consolidated statements of operations data:

Revenue

$

95,825

$

133,989

$

155,062

Cost of goods sold(1)

83,475

109,439

114,572

Gross profit

12,350

24,550

40,490

Gross margin

12.9%

18.3%

26.1%

Operating expenses

Research and
development(1)

23,076

21,480

17,266

Sales and
marketing(1)

10,123

10,435

9,587

General and
administrative(1)

13,142

14,581

15,448

Amortization of purchased intangible assets

1,826

1,665

1,136

Asset impairment charges

6,138

4,047

1,233

Restructuring charges



1,383



Total operating expenses

54,305

53,591

44,670

Loss from operations

(41,955

)

(29,041

)

(4,180

)

Interest and other income (expense), net

566

(812

)

(765

)

Loss before income taxes

(41,389

)

(29,853

)

(4,945

)

Benefit from (provision for) income taxes

(86

)

1,812

(1,902

)

Net loss

(41,475

)

(28,041

)

(6,847

)

Net (income) loss attributable to noncontrolling interests

8

(13

)

(116

)

Net loss attributable to NeoPhotonics Corporation

(41,467

)

(28,054

)

(6,963

)

Accretion of redeemable convertible preferred stock



(428

)

(153

)

Net loss attributable to NeoPhotonics Corporation common stockholders

$

(41,467

)

$

(28,482

)

$

(7,116

)

Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders

$

(0.89

)

$

(0.59

)

$

(0.15

)

Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders

These expenses include stock-based compensation expense. Stock-based compensation expense for employee stock options granted on or before December 31, 2005 was accounted for
as the difference, if any, between the exercise price and the fair value of the common stock on the date of grant. Stock-based compensation expense for employee stock options granted on or after January 1, 2006 is accounted for at fair value,
using the Black-Scholes option pricing model. Stock-based compensation expense is recognized over the vesting period of the stock options and was included in cost of goods sold and operating expenses as follows:

Years ended December 31,

(in thousands)

2007

2008

2009

Cost of goods sold

$

130

$

125

$

53

Research and development

435

314

228

Sales and marketing

226

177

180

General and administrative

545

512

520

Total stock-based compensation expense

$

1,336

$

1,128

$

981

(2)

The pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders calculations assume the conversion of all outstanding shares of
preferred stock into shares of common stock using the as-if-converted method as though the conversion had occurred at the beginning of the period presented, or the date of issuance, if later.

(3)

Pro forma basis reflects the conversion of all outstanding shares of our preferred stock, other than our Series X preferred stock, into an aggregate of 165,990,598 shares of
common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a
-for- basis, which conversion ratio is based on an assumed initial public offering price of
$ per share, the midpoint of the price range set forth on the cover of this prospectus and to reflect the recognition of a liability and the impact to accumulated deficit for
the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per share, the
midpoint of the price range set forth on the cover of this prospectus.

(4)

Pro forma as adjusted basis reflects the pro forma adjustments described above in footnote (3) and further reflects the exercise of 199,960 stock warrants with a weighted
average exercise price of $0.72 per share into an equal number of shares of common stock and the sale by us of shares of common stock in this offering, at an assumed initial
public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and
commissions and estimated offering expenses.

(5)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of
the price range set forth on the cover page of this prospectus, would increase (decrease) each of pro forma as adjusted cash and cash equivalents, total assets and common stock and additional paid-in capital by
$ million, and would increase (decrease) each of pro forma as adjusted working capital and total equity by
$ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting
discounts and commissions and estimated offering expenses that we must pay.

(6)

Working capital is defined as total current assets less total current liabilities.

(7)

Total debt is defined as short-term loans, notes payable and total long-term debt.

The following table reflects the reconciliation of U.S. GAAP
financial measures to non-GAAP financial measures:

Years ended December 31,

(in thousands)

2007

2008

2009

Loss from operations

$

(41,955

)

$

(29,041

)

$

(4,180

)

Non-GAAP adjustments:

Amortization of purchased intangible
assets(1)

5,501

5,936

5,220

Stock-based compensation expense

1,336

1,128

981

Asset impairment charges

6,138

4,047

1,233

Restructuring charges



1,383



Non-GAAP income (loss) from operations

$

(28,980

)

$

(16,547

)

$

3,254

Net loss attributable to NeoPhotonics Corporation

$

(41,467

)

$

(28,054

)

$

(6,963

)

Non-GAAP adjustments:

Amortization of purchased intangible
assets(1)

5,501

5,936

5,220

Stock-based compensation expense

1,336

1,128

981

Asset impairment charges

6,138

4,047

1,233

Restructuring charges



1,383



Non-GAAP net income (loss)

(28,492

)

(15,560

)

471

Interest (income) expense, net

(247

)

1,244

701

Provision for (benefit from) income taxes

86

(1,812

)

1,902

Depreciation expense

7,017

7,607

8,354

Adjusted EBITDA

$

(21,636

)

$

(8,521

)

$

11,428

(1)

Reflects amortization of purchased intangible assets included in cost of goods sold and operating expenses.

We believe that the use of non-GAAP income (loss) from operations, non-GAAP net income (loss) and adjusted earnings before interest, taxes, depreciation and
amortization, or adjusted EBITDA, are helpful for an investor determining whether to invest in our common stock. In computing our non-GAAP financial measures, we exclude certain items included under U.S. GAAP. Non-GAAP income (loss) from operations
and non-GAAP net income (loss) exclude the amortization of purchased intangible assets, stock-based compensation expense, asset impairment charges and restructuring charges. Adjusted EBITDA excludes these same items and, additionally, it excludes
interest (income) expense, net, provision for (benefit from) income taxes and depreciation expense.

We believe that excluding amortization of purchased intangible assets, stock-based compensation expense, asset
impairment charges and restructuring charges helps investors compare our operating performance with our results in prior periods. We believe that it is appropriate to exclude these items as they are not necessarily indicative of ongoing operating
performance and, therefore, limit comparability between periods and between us and similar companies. We believe adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in
the evaluation of companies in our industry. In addition, we believe that adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of adjusted EBITDA generally
eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary for different companies for reasons unrelated to overall operating performance. We use these non-GAAP
financial measures to evaluate the operating performance of our business and aid in the period-to-period comparability. We also use the non-GAAP financial measures for planning and forecasting and measuring results against the forecast and in
certain cases for bonus targets for certain of our employees. Using several measures to evaluate the business allows us and investors to (1) assess our relative performance against our competitors and (2) ultimately monitor our capacity to
generate returns for our stockholders. See Managements discussion and analysis of financial condition and results of operationsKey metrics.

You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. Investing in
our common stock involves a high degree of risk. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In
addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment. See Special note regarding forward-looking statements and industry data beginning
on page 43.

Risks related to our business

We have a history of losses which may continue in the future.

We have a history of losses and we may incur additional losses in future periods. We experienced a net loss of $6.8 million for the year ended December 31,
2009. As of December 31, 2009, our accumulated deficit was $219.0 million. We also expect to continue to make significant expenditures related to the development of our business. These include expenditures to hire additional personnel related
to the sales, marketing and development of our products and to maintain and expand our manufacturing facilities and research and development operations.

We are subject to the cyclical nature of the markets in which we compete and any future downturn may reduce demand for our products and revenue.

The markets in which we compete are tied to the aggregate capital expenditures of service providers as they build out and upgrade their network
infrastructure. These markets are highly cyclical and characterized by constant and rapid technological change, price erosion, evolving standards and wide fluctuations in product supply and demand. In the past, these markets have experienced
significant downturns, often connected with, or in anticipation of, the maturation of product cyclesfor both manufacturers and their customers productsand with declining general economic conditions. These downturns have been
characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.

Our
historical results of operations have been subject to substantial fluctuations, and we may experience substantial period-to-period fluctuations in future results of operations. Any future downturn in the markets in which we compete could
significantly reduce the demand for our products and therefore may result in a significant reduction in revenue. It may also increase the volatility of the price of our common stock. Our revenue and results of operations may be materially and
adversely affected in the future due to changes in demand from individual customers or cyclical changes in the markets utilizing our products.

In
addition, the communications networks industry from time to time has experienced and may again experience a pronounced downturn. To respond to a downturn, many service providers may slow their capital expenditures, cancel or delay new developments,
reduce their workforces and inventories and take a cautious approach to acquiring new equipment and technologies from original equipment manufacturers, which would have a negative impact on our business. Weakness in the global economy or a future
downturn in the communications networks industry may cause our results of operations to fluctuate from year-to-year, harm our business, and may increase the volatility of the price of our common stock.

If spending for communications networks does not continue to grow as expected, our business may suffer.

Our future success as a provider of modules and subsystems to leading network equipment vendors depends on their continued capital spending on global
communications networks. Network traffic has experienced rapid growth driven primarily by bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing and other multimedia. This growth is intensified by the
proliferation of fixed and wireless network-attached devices, including smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers to access content at increasing data rates anytime and anywhere. Our
future success depends on continued demand for high-bandwidth, high-speed communications networks and the ability of network equipment vendors to meet this demand. Growth in demand for communications networks is limited by several factors, including
an evolving regulatory environment and uncertainty regarding long-term sustainable business models. We cannot be certain that demand for bandwidth-intensive content will continue to grow in the future. If expectations for growth of communications
networks and bandwidth consumption are not realized and investment in communications networks does not grow as anticipated, our business could be harmed.

We are dependent on Huawei Technologies and our key customers for a significant portion of our revenue and the loss of, or a significant reduction in orders
from, Huawei Technologies or any of our other key customers may reduce our revenue and adversely impact our results of operations.

Historically,
we have generated most of our revenue from a limited number of customers. In 2009, our largest customer, Huawei Technologies, represented 52.9% of our total revenue and our top ten customers represented 82.9% of our total revenue. As a result, the
loss of, or a significant reduction in orders from, Huawei Technologies or any of our other key customers would materially and adversely affect our revenue and results of operations. Adverse events affecting our customers could also adversely affect
our revenue and results of operations (for instance, in 2009, the filing of a voluntary petition for bankruptcy protection by one of our customers, Nortel Networks Limited, has prevented us from timely collection of our accounts receivable from that
customer). In addition, network equipment vendors serving the communications networks industry may continue to consolidate, and we may not be able to offset any potential decline in revenue arising from consolidation of our existing customers with
revenue from new customers.

We have a limited history operating on a global basis, making it difficult to predict our future results of
operations.

We have a limited history operating on a global basis, which makes it difficult to evaluate our business and financial prospects.
While our operations began in 1996, we did not begin commercial shipments of our PIC products until the second quarter of 2003 and we did not acquire our subsidiaries in China until 2005. Since then, our revenue, gross margin and results of
operations have varied significantly and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. For instance, changes in gross margin may result from various factors, such as
changes in our fixed costs and changes in the mix of our products sold. In making an investment decision, you should evaluate our business in light of the risks, expenses and difficulties frequently encountered by companies operating on a global
platform, particularly companies in the rapidly changing communications networks industry. It is difficult for us to accurately forecast our future revenue and gross margin and plan

expenses accordingly and, therefore, it is difficult for us to predict our future results of operations.

We must continually achieve new design wins and enhance existing products or our business may be harmed.

The markets for our products are characterized by frequent new product introductions, changes in customer requirements and evolving industry standards, all with an
underlying pressure to reduce cost and meet stringent reliability and qualification requirements. Our future performance will depend on our successful development, introduction and market acceptance of new and enhanced products that address these
challenges. The anticipated or actual introduction of new and enhanced products by us and by our competitors may cause our customers to defer or cancel orders for our existing products. In addition, the introduction of new products by us or our
competitors could result in a slowdown in demand for our existing products and could result in a write-down in the value of inventory. We have in the past experienced a slowdown in demand for existing products and delays in new product development,
and such delays may occur in the future. To the extent customers defer or cancel orders for our products for any reason or we fail to achieve new design wins, our competitive position would be adversely affected and our ability to grow revenue would
be impaired.

Product development delays may result from numerous factors, including:



changing product specifications and customer requirements;



unanticipated engineering complexities;



difficulties in reallocating engineering resources and overcoming resource limitations; and



changing market or competitive product requirements.

Furthermore, fast time-to-market with new products can be critical to success in our markets. It is difficult to displace an existing supplier for a particular type
of product once a network equipment vendor has chosen a supplier, even if a later-to-market product provides superior performance or cost efficiency. If we are unable to make our new or enhanced products commercially available on a timely basis, we
may lose existing and potential customers and our financial results would suffer.

The development of new, technologically-advanced products is a complex
and uncertain process requiring frequent innovation, highly-skilled engineering and development personnel and significant capital, as well as the accurate anticipation of technological and market trends. We cannot assure you that we will be able to
identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, we cannot assure you that our new products will gain market acceptance or that we will be able to respond effectively
to product introductions by competitors, technological changes or emerging industry standards. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements, license these technologies from
third parties, or remain competitive in our markets.

Our success will depend on our ability to anticipate and quickly respond to rapidly changing technologies and
customer requirements.

The communications networks industry is characterized by substantial investment in new technology and the development of
diverse and changing technologies and industry standards. For example, new technologies are required to satisfy the emerging standards for 40Gbps and 100Gbps data transmission in communications networks.

Our ability to anticipate and respond to rapid changes in technology, industry standards, customer requirements and product offerings, and to develop and introduce
new and enhanced products and technologies, will be critical factors in our ability to succeed. If we are unable to anticipate and respond to such changes in the future, our competitive position could be adversely affected. In addition, the
introduction of new products by other companies embodying new technologies, or the emergence of new industry standards, could render our existing products uncompetitive from a pricing standpoint, obsolete or otherwise unmarketable.

If our customers do not qualify our products for use, then our results of operations may suffer.

Prior to placing volume purchase orders with us, most of our customers require us to obtain their approvalcalled qualification in our industryof our new
and existing products, and our customers often audit our manufacturing facilities and perform other vendor evaluations during this process. The qualification process involves product sampling and reliability testing and collaboration with our
product management and engineering teams in the design and manufacturing stages. If we are unable to qualify our products with customers, then our revenue would be lower than expected and we may not be able to recover the costs associated with the
qualification process which would have an adverse effect on our results of operations.

In addition, due to rapid technological changes in our markets, a
customer may cancel or modify a design project before we have qualified our product or begun volume manufacturing of a qualified product. It is unlikely that we would be able to recover the expenses for cancelled or unutilized custom design
projects. It is difficult to predict with any certainty whether our customers will delay or terminate product qualification or the frequency with which customers will cancel or modify their projects, but any such delay, cancellation or modification
would have a negative effect on our results of operations.

In particular, we have developed new technologies and products that are key components in our
customers system designs for 40Gbps and 100Gbps data transmission. While we are shipping certain products for 40Gbps system designs today, many of our products for these systems are currently being qualified for use by our customers. Our
ability to successfully qualify and scale capacity for these new technologies and products is important to our ability to grow our business and market presence. If we are unable to qualify and sell any of these products in volume on time, or at all,
our results of operations may be adversely affected.

We are under continuous pressure to reduce the prices of our products.

The communications networks industry has been characterized by declining product prices over time. We have reduced the prices of some of our products in the past
and we expect to experience pricing pressure for our products in the future. When seeking to maintain or increase their market share, our competitors may also reduce the prices of their products. In addition, our customers may have the ability to
internally develop and manufacture competing products at a lower cost than we would otherwise charge, which would add additional pressure on us to lower

our selling prices. If we are unable to offset any future reductions in our average selling prices by increasing our sales volume, reducing our costs and expenses or introducing new products, our
gross margin would suffer.

Customer demand is difficult to accurately forecast and, as a result, we may be unable to optimally match production
with customer demand.

We make planning and spending decisions, including determining the levels of business that we will seek and accept,
production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of commitments by many of our customers and the possibility of
unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements. On occasion, customers may require rapid increases in production, which can strain our resources, cause our manufacturing to be
negatively impacted by materials shortages, necessitate higher or more restrictive procurement commitments and reduce our gross margin. We may not have sufficient capacity at any given time to meet the volume demands of our customers, or one or more
of our suppliers may not have sufficient capacity at any given time to meet our volume demands. Conversely, a downturn in the markets in which our customers compete can cause, and in the past have caused, our customers to significantly reduce the
amount of products ordered from us or to cancel existing orders, leading to lower utilization of our facilities. Because many of our costs and operating expenses are relatively fixed, reduction in customer demand would have an adverse effect on our
gross margin, operating income and cash flow. During an industry downturn, there is also a higher risk that our trade receivables would be uncollectible.

The majority of our products are purchased pursuant to individual purchase orders. While our customers generally provide us with their demand forecasts, they are
typically not contractually committed to buy any quantity of products beyond firm purchase orders. Many of our customers may increase, decrease, cancel or delay purchase orders already in place. If any of our major customers decrease, stop or delay
purchasing our products for any reason, our business and results of operations would be harmed. Cancellation or delays of such orders may cause us to fail to achieve our short and long-term financial and operating goals.

We face intense competition which could negatively impact our results of operations and market share.

The communications networks industry is highly competitive. Our competitors range from large, international companies offering a wide range of products to smaller
companies specializing in niche markets. In addition, we believe that a number of companies have developed or are developing planar lightwave or MEMS-based, PIC devices and other products that compete directly with our products. Current and
potential competitors may have substantially greater financial, marketing, research and manufacturing resources than we possess, and there can be no assurance that our current and future competitors will not be more successful than us in specific
product lines or as a whole.

Some of our competitors have substantially greater name recognition, technical, financial, and marketing resources, and
greater manufacturing capacity, as well as better-established relationships with customers, than we do. Some of our competitors have more resources to develop or acquire, and more experience in developing or acquiring, new products and technologies
and in creating market awareness for these products and technologies. Some of our competitors may be able to develop new products more quickly than us and may be able to develop products that are more reliable or which provide more functionality
than ours. In

addition, some of our competitors have the financial resources to offer competitive products at below-market pricing levels that could prevent us from competing effectively and result in a loss
of sales or market share or cause us to lower prices for our products.

We also face competition from some of our customers who evaluate our capabilities
against the merits of manufacturing products internally. Due to the fact that such customers are not seeking to make a profit directly from the manufacture of these products, they may have the ability to manufacture competitive products at a lower
cost than we would charge such customers. As a result, these customers may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin.

In particular we have developed new technologies and products that are key components in our customers system designs for 40Gbps and 100Gbps data
transmission. The emergence of technologies and products from our competitors and their success in competing against our technologies and products for 40Gbps and 100Gbps data transmission could render our existing products uncompetitive from a
pricing standpoint, obsolete or otherwise unmarketable.

Intense competition in our markets could result in aggressive business tactics by our
competitors, including aggressively pricing their products or selling older inventory at a discount. If our current or future competitors utilize aggressive business tactics, including those described above, demand for our products could decline, we
could experience delays or cancellations of customer orders, or we could be required to reduce our sales prices.

The communications networks
industry has long product development cycles requiring us to incur product development costs without assurances of an acceptable investment return.

The communications networks industry is highly capital-intensive. Large volumes of equipment and support structures are installed with considerable expenditures of
funds and other resources, and long investment return period expectations. At the component supplier level, this reluctance creates considerable, typically multi-year, gaps between the commencement of new product development and volume purchases.
Accordingly, we and our competitors often incur significant research and development and sales and marketing costs for products that, at the earliest, will be purchased by our customers long after much of the cost is incurred and, in some cases, may
never be purchased due to changes in industry or customer requirements in the interim.

Due to changing industry and customer requirements, we are
constantly developing new products, including seeking to further integrate functions on PICs and developing and using new technologies in our products. These development activities can and are expected to necessitate significant investment of
capital. Our new products often require a long time to develop because of their complexity and rigorous testing and qualification requirements. Additionally, developing a manufacturing approach with an acceptable cost structure and yield for new
products can be expensive and time-consuming. Due to the costs and length of research and development and manufacturing process cycles, we may not recognize revenue from new products until long after such expenditures are incurred, if at all, and
our gross margin may decrease if our costs are higher than expected.

Manufacturing problems could result in delays in product shipments to customers and could adversely affect our
revenue, competitive position and reputation.

We may experience delays, disruptions or quality control problems in our manufacturing operations.
For instance, we could experience a disruption in our fabrication facility for our PIC products due to any number of reasons, such as equipment failure, contaminated materials or process deviations, which could adversely impact manufacturing yields
or delay product shipments. As a result, we could incur additional costs that would adversely affect our gross margin, and product shipments to our customers could be delayed beyond the shipment schedules requested by our customers, which would
negatively affect our revenue, competitive position and reputation.

Additionally, manufacturing yields depend on a number of factors, including the
stability and manufacturability of the product design, manufacturing improvements gained over cumulative production volumes, the quality and consistency of component parts and the nature and extent of customization requirements by customers.
Capacity constraints, raw materials shortages, logistics issues, labor shortages, the introduction of new product lines and changes in customer requirements, manufacturing facilities or processes, or those of some third party contract manufacturers
and suppliers of raw materials and components have historically caused, and may in the future cause, reduced manufacturing yields, negatively impacting the gross margin on, and our production capacity for, those products. Moreover, an increase in
the rejection and rework rate of products during the quality control process before, during or after manufacture would result in our experiencing lower yields, gross margin and production capacity.

Our ability to maintain sufficient manufacturing yields is particularly challenging with respect to PICs due to the complexity and required precision of a large
number of unique manufacturing process steps. Manufacturing yields for PICs can also suffer if contaminated materials or materials that do not meet highly precise composition requirements are inadvertently utilized. Because a large portion of our
PIC manufacturing costs are fixed, PIC manufacturing yields have a substantial effect on our gross margin. Lower than expected manufacturing yields could also delay product shipments and decrease our revenue.

While we rely on many suppliers, there are a few which, if they stopped, decreased or delayed shipments to us, it could have an adverse effect on our
business.

We depend on a limited number of suppliers for certain components we have qualified to use in the manufacture of certain of our
products. Some of these suppliers could disrupt our business if they stop, decrease or delay shipments or if the components they ship have quality or consistency issues. Some of these components are available only from a sole source or have been
qualified only from a single supplier. Furthermore, other than our current suppliers, there are a limited number of entities from whom we could obtain certain of these supplies. We may also face component shortages if we experience increased demand
for components beyond what our qualified suppliers can deliver. Any inability on our part to obtain sufficient quantities of critical components could adversely affect our ability to meet demand for our products, which could cause our revenue and
results of operations to suffer.

Our customers generally restrict our ability to change the component parts in our modules without their approval. For
more critical components, such as PICs, lasers and photodetectors, any changes may require repeating the entire qualification process. We typically have not entered into long-term agreements with our suppliers and, therefore, our suppliers could
stop supplying materials and equipment at any time or fail to supply adequate quantities of component parts on a timely basis. It is difficult, costly, time consuming and, on short notice, sometimes impossible for

us to identify and qualify new component suppliers. The reliance on a sole supplier, single qualified vendor or limited number of suppliers could result in delivery and quality problems, reduced
control over product pricing, reliability and performance and an inability to identify and qualify another supplier in a timely manner. We have in the past had to change suppliers, which has, in some instances, resulted in delays in product
development and manufacturing and loss of revenue. Any such delays in the future may limit our ability to respond to changes in customer and market demands. Any supply deficiencies relating to the quality or quantities of components that we use to
manufacture our products could adversely affect our ability to fulfill our customer orders and our results of operations.

Rapidly changing
standards and regulations could make our products obsolete, which would cause our revenue and results of operations to suffer.

We design our
products to conform to regulations established by governments and to standards set by industry standards bodies worldwide, such as The American National Standards Institute, the European Telecommunications Standards Institute, the International
Telecommunications Union and the Institute of Electrical and Electronics Engineers, Inc. Various industry organizations are currently considering whether and to what extent to create standards for elements used in 100Gbps systems. Because
certain of our products are designed to conform to current specific industry standards, if competing or new standards emerge that are preferred by our customers, we would have to make significant expenditures to develop new products. If our
customers adopt new or competing industry standards with which our products are not compatible, or the industry groups adopt standards or governments issue regulations with which our products are not compatible, our existing products would become
less desirable to our customers and our revenue and results of operations would suffer.

If we fail to retain our key personnel or if we fail to
attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our success
and ability to implement our business strategy depends upon the continued contributions of our senior management team and others, including our technical employees. Our future success depends, in part, on our ability to attract and retain key
personnel, including our senior management and others, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. The loss of services of members of our senior
management team or key personnel or the inability to continue to attract and retain qualified personnel could have a material adverse effect on our business. Competition for highly skilled technical people, both in the United States and China, is
extremely intense, and we continue to face challenges identifying, hiring and retaining qualified personnel in many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional
qualified personnel, our business could suffer.

If we fail to protect, or incur significant costs in defending, our intellectual property and
other proprietary rights, our business and results of operations could be materially harmed.

Our success depends to a significant degree on our
ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as license agreements and other contractual provisions, to
establish and protect our intellectual property and other proprietary rights. We have applied for patent registrations in the United States and in other foreign countries, some of which have been issued. In addition, we have registered the trademark
NeoPhotonics and applied for

registration of the trademark NEO in the United States. We cannot guarantee that our pending applications will be approved by the applicable governmental authorities. Moreover, our
existing and future patents and trademarks may not be sufficiently broad to protect our proprietary rights or may be held invalid or unenforceable in court. A failure to obtain patents or trademark registrations or a successful challenge
to our registrations in the United States or other foreign countries may limit our ability to protect the intellectual property rights that these applications and registrations intended to cover.

Policing unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation, unauthorized use
or other infringement of our intellectual property rights. Further, we may not be able to effectively protect our intellectual property rights from misappropriation or other infringement in foreign countries where we have not applied for patent
protections, and where effective patent, trademark, trade secret and other intellectual property laws may be unavailable, or may not protect our proprietary rights as fully as U.S. law. Particularly, our U.S. patents do not afford any
intellectual property protection in China, where we have substantial operations. We seek to secure, to the extent possible, comparable intellectual property protections in China. However, while we have issued patents and pending patent applications
in China, portions of our intellectual property portfolio are not yet protected by patents in China. Moreover, the level of protection afforded by patent and other laws in China may not be comparable to that afforded in the United States.

We attempt to protect our intellectual property, including our trade secrets and know-how, through the use of trade secret and other intellectual
property laws, and contractual provisions. We enter into confidentiality and invention assignment agreements with our employees and independent consultants. We also use non-disclosure agreements with other third parties who may have access to our
proprietary technologies and information. Such measures, however, provide only limited protection, and there can be no assurance that our confidentiality and non-disclosure agreements will not be breached, especially after our employees or those of
our third-party contract manufacturers end their employment or engagement, and that our trade secrets will not otherwise become known by competitors or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary
information. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products, otherwise obtain and use our intellectual property, or may independently develop similar or equivalent trade secrets or know-how.
If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed or misappropriated, our business, results of operations or financial condition could be materially
harmed.

In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or
from otherwise gaining access to our technology. Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and attention from our
technical and management personnel, which could significantly harm our business. In addition, we may not prevail in such proceedings. An adverse outcome of such proceedings may reduce our competitive advantage or otherwise harm our financial
condition and our business.

We may be involved in intellectual property disputes in the future, which could divert managements
attention, cause us to incur significant costs and prevent us from selling or using the challenged technology.

Participants in the markets in
which we sell our products have experienced frequent litigation regarding patent and other intellectual property rights. Numerous patents in these industries are held by others, including our competitors. In addition, from time to time, we have been
notified that we may be infringing certain patents or other intellectual property rights of others. Regardless of their merit, responding to such claims can be time consuming, divert managements attention and resources and may cause us to
incur significant expenses. In addition, there can be no assurance that third parties will not assert infringement claims against us. While we believe that our products do not infringe in any material respect upon intellectual property rights of
other parties and/or meritorious defense would exist with respect to any assertions to the contrary, we cannot be certain that our products would not be found infringing the intellectual property rights of others. Intellectual property claims
against us could invalidate our proprietary rights and force us to do one or more of the following:



obtain from a third party claiming infringement a license to sell or use the relevant technology, which may not be available on reasonable terms, or at all;

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stop manufacturing, selling, incorporating or using our products that use the challenged intellectual property;

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pay substantial monetary damages; or

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expend significant resources to redesign the products that use the technology and to develop non-infringing technology.

Any of these actions could result in a substantial reduction in our revenue and could result in losses over an extended period of time.

On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the United States District Court for the Northern District of California against
Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and us, or collectively, the co-defendants. In the complaint, Finisar alleges infringement of certain of its U.S. patents arising from the co-defendants respective
manufacture, importation, use, sale of or offer to sell certain optical transceiver products. Finisar seeks to recover unspecified damages, up to treble the amount of actual damages, together with attorneys fees, interest and costs. Finisar
has alleged that at least some of the patents asserted are a part of certain digital diagnostic standards for optoelectronics transceivers and, therefore, are being utilized in such digital diagnostic standards. On March 23, 2010, we filed an
answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws.

If we are unsuccessful in our defense of the Finisar patent infringement claims, a license to use the allegedly infringing technology may not be available to us at
all, and if it is, it may not be available on commercially reasonable terms and therefore may limit or preclude us from competing in the market for optical transceivers in the United States, which may have a material adverse effect on our results of
operations and financial condition, and otherwise materially harm our business.

Although we believe that we have meritorious defenses to the infringement allegations and intend to defend the lawsuit
vigorously, there can be no assurance that we will be successful in our defense. Even if we are successful, we may incur substantial legal fees and other costs in defending the lawsuit. Further, this lawsuit is likely to divert the efforts and
attention of our management and technical personnel, which could harm our business.

If we fail to obtain the right to use the intellectual
property rights of others which are necessary to operate our business, and to protect their intellectual property, our ability to succeed will be adversely affected.

From time to time we may choose to or be required to license technology or intellectual property from third parties in connection with the development of our
products. We cannot assure you that third-party licenses will be available to us on commercially reasonable terms, if at all. Generally, a license, if granted, would include payments of up-front fees, ongoing royalties or both. These payments or
other terms could have a significant adverse impact on our results of operations. The inability to obtain a necessary third-party license required for our product offerings or to develop new products and product enhancements could require us to
substitute technology of lower quality or performance standards, or of greater cost, either of which could adversely affect our business. If we are not able to obtain licenses from third parties, if necessary, then we may also be subject to
litigation to defend against infringement claims from these third parties. Our competitors may be able to obtain licenses or cross-license their technology on better terms than we can, which could put us at a competitive disadvantage. Also, we
typically enter into confidentiality agreements with such third parties in which we agree to protect and maintain their proprietary and confidential information, including requiring our employees to enter into agreements protecting such information.
There can be no assurance that the confidentiality agreements will not be breached by any of our employees or that such third parties will not make claims that their proprietary information has been disclosed.

Any potential dispute involving our patents or other intellectual property could also include our customers using our products, which could trigger our
indemnification obligations to them and result in substantial expenses to us.

In any potential dispute involving our patents or other
intellectual property, our customers could also become the target of litigation. Because we often indemnify our customers for intellectual property claims made against them for products incorporating our technology, any claims against our customers
could trigger indemnification obligations in some of our supply agreements, which could result in substantial expenses such as increased legal expenses, damages for past infringement or royalties for future use. While we have not incurred any
indemnification expenses to date, any future indemnity claim could adversely affect our relationships with our customers and result in substantial costs to us. Our insurance does not cover intellectual property infringement.

It could be discovered that our products contain defects that may cause us to incur significant costs, divert our attention, result in a loss of customers and
result in product liability claims.

Our products are complex and undergo quality testing as well as formal qualification by our customers and
us. However, defects may occur from time to time. Our customers testing procedures are limited to evaluating our products under likely and foreseeable failure scenarios and over varying amounts of time. For various reasons, such as the
occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or are

operated under peak stress conditions, our products may fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in
manufacturing or other unforeseen reasons. As a result, we could incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. We have experienced such failures in the
past and will continue to face this risk going forward, as our products are widely deployed throughout the world in multiple demanding environments and applications. In addition, we may in certain circumstances honor warranty claims after the
warranty has expired or for problems not covered by warranty in order to maintain customer relationships. Any significant product failure could result in lost future sales of the affected product and other products, as well as customer relations
problems, litigation and damage to our reputation.

In addition, our products are typically embedded in, or deployed in conjunction with, our
customers products, which incorporate a variety of components, modules and subsystems and may be expected to interoperate with modules produced by third parties. As a result, not all defects are immediately detectable and when problems occur,
it may be difficult to identify the source of the problem. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause
significant customer relations problems or loss of customers, all of which would harm our business.

The occurrence of any defects in our products could
give rise to liability for damages caused by such defects. They could, moreover, impair our customers acceptance of our products. Both could have a material adverse effect on our business and financial condition. Although we carry product
liability insurance which covers this risk, this insurance may not adequately cover our costs arising from defects in our products or otherwise.

If we fail to adequately manage our long-term growth and expansion requirements, our business will suffer.

In recent years, we have experienced significant growth through, among other things, internal expansion programs, product development and acquisitions of other
companies. We expect to continue to grow, which could require us to expand our manufacturing operations, including hiring new personnel, purchasing additional equipment, leasing or purchasing additional facilities, developing the management
infrastructure and developing our suppliers to manage any such expansion. If we fail to secure these expansion requirements or manage our future growth effectively, our business could suffer.

As part of our business strategy, we have pursued and intend to continue to pursue acquisitions of complementary
businesses, products, services or technologies that we believe could accelerate our ability to compete in our existing markets or allow us to enter new markets.

Acquisitions involve numerous risks, any of which could harm our business, including:



difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the
anticipated synergies of the combined businesses;



difficulties in supporting and transitioning customers, if any, of the target company;

diversion of financial and management resources from existing operations;



the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or
other resources to another opportunity;

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risks of entering new markets in which we have limited or no experience;

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potential loss of key employees, customers and strategic alliances from either our current business or the target companys business;



assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target companys products;

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inability to generate sufficient revenue to offset acquisition costs;

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dilutive effect on our stock as a result of any equity-based acquisitions;



inability to successfully complete transactions with a suitable acquisition candidate; and



in the event of international acquisitions, risks associated with accounting and business practices that are different from applicable U.S. practices and
requirements.

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to
potential impairments which have occurred in the past and which, were they to occur in the future, could harm our financial results. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated
benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business
and financial results.

Covenants in our credit facilities may limit our flexibility in responding to business opportunities and competitive
developments and increase our vulnerability to adverse economic or industry conditions.

We have lending arrangements with several financial
institutions, including a loan and security agreement with Comerica Bank in the United States, and our subsidiaries in China have several line of credit arrangements. Our U.S. loan and security agreement requires us to maintain certain financial
covenants, including a liquidity ratio, and restricts our ability to take certain actions such as incurring additional debt, paying dividends, or engaging in certain transactions like mergers and acquisitions, investments and asset sales. These
restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions. In addition, our obligations under our U.S. loan and security agreement with Comerica Bank are
secured by substantially all of our U.S. assets other than intellectual property assets, which limits our ability to provide collateral for additional financing. A breach of any of these covenants, or a failure to pay interest or indebtedness when
due under any of our credit facilities, could result in a variety of adverse consequences, including the acceleration of our indebtedness.

Our
future results of operations may be subject to volatility as a result of exposure to fluctuations in foreign exchange rates, primarily the RMB/U.S. dollar exchange rate.

We are exposed to foreign exchange risks. Foreign currency fluctuations may adversely affect our revenue and our costs and expenses, and hence our results of
operations. A substantial portion of

our business is conducted through our subsidiaries based in China, whose functional currency is the RMB. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is
affected by, among other things, changes in political and economic conditions. Since July 21, 2005, the RMB has no longer been pegged solely to the value of the U.S. dollar. Instead, the RMB is now pegged against a basket of currencies,
determined by the Peoples Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy has resulted in approximately 18% appreciation of the RMB against the U.S. dollar between July 21, 2005 and
March 29, 2010. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the Chinese government to adopt an even more flexible currency policy, which may result in
a further and more significant appreciation of the RMB against the U.S. dollar. In the long term, the RMB may appreciate or depreciate significantly in value against the U.S. dollar, depending upon the fluctuation of the basket of currencies against
which it is currently valued, or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the RMB against the U.S. dollar.

Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our statements of operations. To the extent
that transactions by our subsidiaries in China are denominated in currencies other than the RMB, we bear the risk that fluctuations in the exchange rates of the RMB in relation to other currencies could decrease our revenue or increase our costs and
expenses, therefore having an adverse effect on our future results of operations.

While we generate the majority of our revenue in RMB, conversely, a
majority of our operating expenses are in U.S. dollars. Therefore, depreciation in the RMB against the U.S. dollar would adversely impact our revenue upon translation to U.S. dollars, but the positive impact on operating expenses would be less. This
would result in an overall adverse effect on our results of operations and financial position.

To date, we have not entered into any hedging
transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not
be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.

We face a variety of risks associated with international sales and operations.

We currently derive, and expect to continue to derive, a significant portion of our revenue from international sales in various markets. In addition, a major
portion of our operations is based in Shenzhen, China. Our international revenue and operations are subject to a number of material risks, including, but not limited to:

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difficulties in staffing, managing and supporting operations in more than one country;

domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future;

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difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt
Practices Act; and

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different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future.

Negative developments in any of these areas in China or other countries could result in a reduction in demand for our products, the
cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our intellectual property, difficulty in collecting receivables, and a higher cost of doing business. In addition, although we maintain
an anti-corruption compliance program throughout the company, violations of our compliance program may result in criminal or civil sanctions, including material monetary fines, penalties and other costs against us or our employees, and may have a
material adverse effect on our business.

We are subject to governmental export and import controls that could subject us to liability or impair
our ability to compete in international markets.

We are subject to export control laws, regulations and requirements that limit which products
we sell and where and to whom we sell our products, especially laser-dependent products. In some cases, it is possible that export licenses would be required from U.S. government agencies for some of our products in accordance with various statutory
authorities, including but not limited to the International Traffic in Arms Regulations, the Export Administration Act of 1979, the International Emergency Economic Powers Act of 1977, the Trading with the Enemy Act of 1917 and the Arms Export
Control Act of 1976 and various country-specific trade sanctions legislation. In addition, various countries regulate the import of certain technologies and have enacted laws that could limit our ability to distribute our products. We may
not be successful in obtaining the necessary export and import licenses. Failure to comply with these and similar laws on a timely basis, or at all, or any limitation on our ability to export or sell our products would adversely affect our
business, financial condition and results of operations.

Changes in our products or changes in export and import laws and implementing regulations may
create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. Any
change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations,

could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event,
our business and results of operations could be adversely affected.

We are subject to government regulations that could adversely impact our
business.

The Federal Communications Commission, or FCC, has jurisdiction over the entire U.S. telecommunications industry and, as a result, our
products and our U.S. customers are subject to FCC rules and regulations. Current and future FCC regulations affecting communications services, our products or our customers businesses could negatively affect our business. In addition,
international regulatory standards could impair our ability to develop products for international customers in the future. Delays caused by our compliance with regulatory requirements could result in postponements or cancellations of product orders.
Further, we may not be successful in obtaining or maintaining any regulatory approvals that may, in the future, be required to operate our business. Any failure to obtain such approvals could harm our business and results of operations.

If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely
affected.

Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are dependent upon
individual data input or review and require significant management judgment. One or more of these elements may result in errors that may not be detected and could result in a material misstatement of our consolidated financial statements. In 2007,
we implemented Oracle eBusiness suite software to automate certain business operations and internal reporting activities. While automation is intended to decrease the likelihood for error and enhance our ability to detect errors that could arise, we
expect that for the foreseeable future we will have procedures that are manually intensive.

The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act,
requires, among other things, that as a publicly traded company we maintain effective internal control over financial reporting and disclosure controls and procedures. During 2009, we determined we had a significant deficiency related to policies,
procedures and controls over maintaining adequate third party evidence of product shipment or delivery to support revenue recognition. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial
reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a companys financial reporting. For certain quarters, our subsidiaries in China did not retain shipping
documentation adequate under U.S. GAAP to enable us to determine whether to recognize revenue for certain shipments at the end of such periods. Specifically, we noted that in certain instances shipping documentation was not retained or did not
clearly indicate the date on which shipment or delivery had occurred. In the fourth quarter of 2009, we developed and implemented a remediation plan designed to address this deficiency. The remediation plan includes training of our logistics
personnel with a focus on adequate documentation and procedures necessary for satisfying revenue recognition criteria under U.S. GAAP, additional training of our employees with regard to our code of business conduct and ethics and revenue
recognition criteria, and other policies and procedures. Although we have not noted any additional exceptions in the fourth quarter of 2009, until we have further experience with the results of the remediation plan, we will not know if it will
be successful in helping us avoid such errors in the future.

If a material misstatement occurs in the future, we may fail to meet our future reporting obligations, we may need to
restate our financial results and the price of our common stock may decline. Any failure of our internal controls could also adversely affect the results of the periodic management evaluations and annual independent registered public accounting firm
attestation reports regarding the effectiveness of our internal control over financial reporting that will be required when the rules of the Securities and Exchange Commission, or the SEC, under Section 404 of the Sarbanes-Oxley Act, become
applicable to us beginning with the filing of our Annual Report on Form 10-K for the year ending December 31, 2011. Effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent
financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock
could drop significantly.

We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the
allocation of expenses in differing jurisdictions. Our tax rate is affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses arising from the requirement to expense stock
options and the valuation of deferred tax assets and liabilities, including our ability to utilize our net operating losses. Increases in our effective tax rate could harm our results of operations.

We may be unable to utilize our net operating loss carryforwards to reduce our income taxes.

As of December 31, 2009, we had net operating loss, or NOL, carryforwards for U.S. federal and state tax purposes of $130.8 million and
$85.4 million, respectively, which are subject to valuation allowance. If not utilized, these NOL carryforwards expire, beginning in 2010. The utilization of the NOL and tax credit carryfowards are subject to a substantial limitation imposed by
Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions. We recorded deferred tax assets net of valuation allowance for the NOL carryforwards currently available after considering the existing
Section 382 limitation. If we incur an additional limitation under Section 382, then the NOL carryforwards, as disclosed, could be reduced by the impact of any future limitation that would result in existing NOL carryforwards and tax credit
carryforwards expiring unutilized.

We will incur increased costs as a result of operating as a public company, and our management will be required
to devote substantial time to new compliance initiatives.

As a public company, we will incur legal, accounting and other expenses that we did
not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and the New York Stock Exchange, imposes additional requirements on public companies, including specific corporate governance
practices. For example, the listing requirements of the New York Stock Exchange require that we satisfy certain corporate governance requirements relating to independent directors, audit and compensation committees, distribution of annual and
interim reports, stockholder meetings, stockholder approvals, solicitation of proxies, conflicts of interest, stockholder voting rights and codes of conduct. Our management and other personnel will need to devote a substantial amount of time to
these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For

example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced
policy limits and coverage or incur substantial additional costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of
directors, our board committees or as executive officers.

We may not be able to obtain capital when desired on favorable terms, if at all, or
without dilution to our stockholders.

We believe that our existing cash and cash equivalents, and cash flows from our operating activities, will
be sufficient to meet our anticipated cash needs for at least the next 12 months. We operate in an industry, however, that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or
otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies, including to:

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invest in our research and development efforts by hiring additional technical and other personnel;

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly
diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders, including those acquiring shares in this offering. We cannot assure you that additional financing will be available on
terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products,
or otherwise respond to competitive pressures could be significantly limited.

In some instances, we rely on third-party sales representatives and
distributors to assist in selling our products, and the failure of these representatives and distributors to perform as expected could reduce our future revenue.

Although we primarily sell our products through direct sales to systems vendors, we also sell our products to some of our customers through third-party sales
representatives and distributors. Many of our third-party sales representatives and distributors also market and sell competing products from our competitors. Our third-party sales representatives and distributors may terminate their
relationships with us at any time, or with short notice. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives and distributors that will be able to market and support our products
effectively, especially in markets in which we have not previously distributed our products. If our current third-party sales representatives and distributors fail to perform as expected, our revenue and results of operations could be harmed.

Our worldwide operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and
increase our costs and expenses. For example, our corporate headquarters and wafer fabrication facility in Silicon Valley, California are located near major earthquake fault lines. In addition, our manufacturing facilities are located in Shenzhen,
China, an area that is susceptible to typhoons. Further, a terrorist attack, including one aimed at energy or communications infrastructure suppliers, could hinder or delay the development and sale of our products. In the event that an earthquake,
typhoon, terrorist attack or other natural or manmade catastrophe were to destroy any part of our facilities, destroy or disrupt vital infrastructure systems or interrupt our operations for any extended period of time, our business, financial
condition and results of operations would be materially adversely affected.

We are subject to environmental, health and safety laws and
regulations, which could subject us to liabilities, increase our costs, or restrict our business or operations in the future.

Our manufacturing
operations and our products are subject to a variety of federal, state, local and international environmental, health and safety laws and regulations in each of the jurisdictions in which we operate or sell our products. These laws and regulations
govern, among other things, air emissions, wastewater discharges, the handling and disposal of hazardous substances and wastes, soil and groundwater contamination, employee health and safety, and the use of hazardous materials in, and the recycling
of, our products. Our failure to comply with present and future environmental, health or safety requirements, or the identification of contamination, could cause us to incur substantial costs, including cleanup costs, monetary fines, civil or
criminal penalties, or curtailment of operations. In addition, these laws and regulations have increasingly become more stringent over time. The identification of presently unidentified environmental conditions, more vigorous enforcement of current
environmental, health and safety requirements by regulatory agencies, the enactment of more stringent laws and regulations, or other unanticipated events could restrict our ability to expand our facilities, require us to install costly pollution
control equipment or incur other additional expenses, or require us to modify our manufacturing processes or the contents of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Our manufacturing facilities use, store and dispose of hazardous substances in connection with their processes. In addition, our operations have grown
through acquisitions, and it is possible that businesses that we have acquired may expose us to environmental liabilities that have not yet been discovered associated with historical site conditions or offsite locations. Some environmental laws
impose liability for contamination on current and former owners and operators of affected sites, or on parties that generated wastes disposed of at off-site locations, regardless of fault. In the event we are found liable for any such contamination
in the future, there can be no assurance that remediation costs, or potential claims for personal injury or property or natural resource damages resulting from contamination, will not be material.

Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. For example Californias recently enacted Global Warming
Solutions Act will require us to design and install additional pollution control equipment at our San Jose, California, manufacturing plant. Additional climate change or GHG control requirements are under consideration at the federal level in the
United States and in China. Additional restrictions, limits, taxes, or other controls on GHG emissions could increase our operating costs and, while it is not

possible to estimate the specific impact any final GHG regulations will have on our operations, there can be no assurance that these measures will not have significant additional impact on us.

Risks related to our operations in China

Our
business operations conducted in China are critical to our success. $105.6 million, or 68.1%, of our revenue in 2009 was recognized from customers located in China. Additionally, a substantial portion of our property, plant and equipment, 78.0% as
of December 31, 2009, is located in China. We expect to make further investments in China in the foreseeable future. Therefore, our business, financial condition, results of operations and prospects are to a significant degree subject to
economic, political, legal, and social events and developments in China.

Adverse changes in economic and political policies in China, or Chinese
laws or regulations could have a material adverse effect on business conditions and the overall economic growth of China, which could adversely affect our business.

The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development,
growth rate, control of foreign exchange and allocation of resources. The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Despite reforms, the government continues to exercise significant control over
Chinas economic growth by way of the allocation of resources, control over foreign currency-denominated obligations and monetary policy and provision of preferential treatment to particular industries or companies. Moreover, the laws,
regulations and legal requirements in China, including the laws that apply to foreign-invested enterprises, or FIEs, are relatively new and are subject to frequent changes. The interpretation and enforcement of such laws is uncertain. Any adverse
changes to these laws, regulations and legal requirements or their interpretation or enforcement could have a material adverse effect on our business.

Furthermore, while Chinas economy has experienced rapid growth in the past 20 years, growth has been uneven across different regions, among various economic
sectors and over time. China has also in the past and may in the future experience economic downturns due to, for example, government austerity measures, changes in government policies relating to capital spending, limitations placed on the ability
of commercial banks to make loans, reduced levels of exports and international trade, inflation, lack of financial liquidity, stock market volatility and global economic conditions. Any of these developments could contribute to a decline in business
and consumer spending in addition to other adverse market conditions, which could adversely affect our business.

The termination and expiration or
unavailability of our preferential tax treatments in China may have a material adverse effect on our operating results.

Prior to January 1,
2008, entities established in China were generally subject to a 30% state and 3% local enterprise income tax rate. In accordance with the China Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises, effective through
December 31, 2007, our subsidiaries in China enjoyed preferential income tax rates. Effective January 1, 2008, the China Enterprise Income Tax Law, or the EIT law, imposes a single uniform income tax rate of 25% on all Chinese enterprises,
including FIEs, and eliminates or modifies most of the tax exemptions, reductions and preferential treatment available under the previous tax laws and regulations. As a result, our subsidiaries in China may be subject to the uniform income tax rate
of 25% unless we are able to

qualify for preferential status. Currently, we have qualified for a preferential 15% tax rate that is available for new and high technology enterprises. The preferential rate applies to 2008,
2009 and 2010. We realized benefits from this 10% reduction in tax rate of $0.2 million and $1.0 million for 2008 and 2009, respectively, or $0.00 and $0.02 per basic and diluted share for 2008 and 2009, respectively. We intend to reapply for the
preferential rate for 2011. If approved, the income tax rate will remain at 15%, otherwise, the income tax rate will be 24% for 2011 and 25% thereafter.

Our subsidiaries in China are subject to restrictions on dividend payments, on making other payments to us or any other affiliated company, and on borrowing
or allocating tax losses among our subsidiaries.

Current Chinese regulations permit our subsidiaries in China to pay dividends only out of their
accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations, which are different than U.S. accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least
10% of their respective accumulated profits each year, if any, to fund their statutory common reserves until such reserves have reached at least 50% of their respective registered capital. As of December 31, 2009, our Chinese subsidiaries
common reserves had not reached this threshold and, accordingly, these entities are required to continue funding such reserves with accumulated net profits. The statutory common reserves are not distributable as cash dividends except in the event of
liquidation. In addition, current Chinese regulations prohibit inter-company borrowings or allocation of tax losses among subsidiaries in China. Further, if our subsidiaries in China incur debt on their own behalf in the future, the instruments
governing the debt may restrict their ability to pay dividends or make other payments to us. Accordingly, we may not be able to move our capital easily, which could harm our business.

Restrictions on currency exchange may limit our ability to receive and use our revenue and cash effectively.

Because a substantial portion of our revenue is denominated in RMB, any restrictions on currency exchange may limit our ability to use revenue generated in RMB to
fund any business activities we may have outside China or to make dividend payments in U.S. dollars. Under relevant Chinese rules and regulations, the RMB is currently convertible under the current account, which includes dividends,
trade and service-related foreign exchange transactions, but not under the capital account, which includes foreign direct investment and loans, without the prior approval of the State Administration of Foreign Exchange, or SAFE.
Currently, our subsidiaries in China may purchase foreign exchange for settlement of current account transactions, including the payment of dividends to us, without the approval of SAFE. Although Chinese government regulations now allow
greater convertibility of the RMB for current account transactions, significant restrictions remain. For example, foreign exchange transactions under our primary Chinese subsidiarys capital account, including principal payments in respect of
foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the approval of SAFE. These limitations could affect the ability of our subsidiaries in China to obtain foreign exchange for capital expenditures
through debt or equity financing, including by means of loans or capital contributions from us. We cannot be certain that Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with
respect to foreign exchange transactions. If such restrictions are imposed, our ability to adjust our capital structure or engage in foreign exchange transactions may be limited.

In August 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the
Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, a notice regulating the conversion by FIEs of foreign currency into RMB by restricting how the converted RMB may be used.
Circular 142 requires that RMB converted from the foreign currency-dominated capital of a FIE may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within
China unless specifically provided for otherwise. In addition, SAFE strengthened its oversight over the flow and use of RMB funds converted from the foreign currency-dominated capital of a FIE. The use of such RMB may not be changed without approval
from SAFE. As a result of Circular 142, our subsidiaries in China that are considered FIEs may not be able to convert our capital contributions to them into RMB for equity investments or acquisitions in China.

Uncertainties with respect to Chinas legal system could adversely affect the legal protection available to us.

Our operations in China are governed by Chinese laws and regulations. Our subsidiaries in China are generally subject to laws and regulations applicable to foreign
investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. Chinas legal system is a civil law system based on written statutes. Unlike common law systems, it is a legal system where decided legal cases have
limited value as precedents. Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully-integrated legal system, and
recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, the interpretation and enforcement of these laws and regulations
involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection under contracts or law. However, since Chinese administrative and court authorities have significant discretion in
interpreting and implementing statutory and contract terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we would receive compared to more developed legal systems. In
addition, protections of intellectual property rights and confidentiality in China may not be as effective as in the United States or other countries or regions with more developed legal systems. Furthermore, the legal system in China is based in
part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the
violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. All the uncertainties described above could limit the legal protections available to us.

Chinese regulations relating to offshore investment activities by Chinese residents and employee stock options granted by overseas-listed
companies may increase our administrative burden, restrict our overseas and cross-border investment activity or otherwise adversely affect the implementation of our acquisition strategy. If our stockholders who are Chinese residents, or our Chinese
employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we may be unable to distribute profits and may become subject to liability under Chinese laws.

Chinese foreign exchange regulations require Chinese residents and corporate entities to register with local branches of SAFE in connection with their direct or
indirect offshore investment activities. These regulations apply to our stockholders who are Chinese residents and may apply

to any offshore acquisitions that we make in the future. Pursuant to these foreign exchange regulations, Chinese residents who make, or have previously made, direct or indirect investments in
offshore companies, will be required to register those investments. In addition, any Chinese resident who is a direct or indirect stockholder of an offshore company is required to file or update the registration with the local branch of SAFE, with
respect to that offshore company, any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long-term equity or debt investment or creation
of any security interest. If any Chinese stockholder fails to make the required SAFE registration or file or update the registration, subsidiaries in China of that offshore parent company may be prohibited from distributing their profits and the
proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their subsidiaries in China. Moreover, failure to
comply with the various foreign exchange registration requirements described above could result in liability under Chinese laws for evasion of applicable foreign exchange restrictions. We cannot provide any assurances that all of our stockholders
who are Chinese residents have made or obtained, or will make or obtain, any applicable registrations or approvals required by these foreign exchange regulations. The failure or inability of our stockholders in China to comply with the required
registration procedures may subject us to fines and legal sanctions, restrict our cross-border investment activities, or limit our Chinese subsidiaries ability to distribute dividends or obtain foreign-exchange-dominated loans. Moreover,
because of the uncertainties in the interpretation and implementation of these foreign exchange regulations, we cannot predict how they will affect our business operations or future strategy. For example, we may be subject to a more stringent review
and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. In addition, if we
decide to acquire a domestic company in China, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by these
foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock
Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, Chinese residents who are granted stock options by an overseas publicly-listed company are required, through a Chinese agent or
Chinese subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. We and our Chinese employees who have been granted stock options will be subject to the Stock Option Rule when we become an
overseas publicly-listed company. If we or our optionees in China fail to comply with these regulations, we or our optionees in China may be subject to fines and legal sanctions. Several of our employees in China have exercised their stock options
prior to our becoming an overseas publicly-listed company. Since there is not yet a clear regulation on how and whether Chinese employees can exercise their stock options granted by overseas private companies, it is unclear whether such exercises
are permissible by Chinese laws and it is uncertain how SAFE or other government authorities will interpret or administer such regulations. Therefore, we cannot predict how such exercises will affect our business or operations. For example, we may
be subject to more stringent review and approval processes with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may affect our results of operations and financial
condition.

We may be obligated to withhold and pay individual income tax in China on behalf of our employees who are
subject to individual income tax in China arising from the exercise of stock options. If we fail to withhold or pay such individual income tax in accordance with applicable Chinese regulations, we may be subject to certain sanctions and other
penalties and may become subject to liability under Chinese laws.

The State Administration of Taxation has issued several circulars concerning
employee stock options. Under these circulars, our Chinese employees (which could include both employees in China and expatriate employees subject to individual income tax in China) who exercise stock options will be subject to individual income tax
in China. Our subsidiaries in China have obligations to file documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options. However, since
there is not yet a clear regulation on how and whether Chinese employees can exercise stock options granted by overseas private companies and how Chinese employers shall withhold and pay individual taxes, the relevant tax authority has verbally
advised us that due to the difficulty in determining the fair market value of our shares as a private company, we need not withhold and pay the individual income tax for the exercises until after the completion of this offering. Thus, we have not
withheld and paid the individual income tax for the option exercises. However, we cannot assure you that the Chinese tax authorities will not act otherwise and request us to withhold and pay the individual income tax immediately and impose sanctions
on us.

If the Chinese government determines that we failed to obtain approvals of, or registrations with, the requisite Chinese government with
respect to our current and past import and export of technologies, we could be subject to sanctions.

China imposes controls on technology import
and export. The term technology import and export is broadly defined to include, without limitation, the transfer or license of patents, software and know-how, and the provision of services in relation to technology. Depending on the
nature of the relevant technology, the import and export of technology to or from China requires either approval by, or registration with, the relevant Chinese governmental authorities.

If we are found to be, or to have been, in violation of Chinese laws or regulations, the relevant regulatory authorities have broad discretion in dealing with such
violation, including, but not limited to, issuing a warning, levying fines, restricting us from benefiting from these technologies inside or outside of China, confiscating our earnings generated from the import or export of such technology or even
restricting our future export and import of any technology. If the Chinese government determines that our past import and export of technology were inconsistent with, or insufficient for, the proper operation of our business, we could be subject to
similar sanctions. Any of these or similar sanctions could cause significant disruption to our business operations or render us unable to conduct a substantial portion of our business operations and may adversely affect our business and result of
operations.

China regulation of loans and direct investment by offshore holding companies to China entities may delay or prevent us from using the
proceeds we receive from this offering to make loans or additional capital contributions to our China subsidiaries.

In utilizing the proceeds we
receive from this offering, we may make loans or additional capital contributions to our China subsidiaries. Any loans to our China subsidiaries are subject to China regulations and approvals. For example, any loans to our China subsidiaries to
finance their activities cannot exceed statutory limits, must be registered with SAFE, or its local counterpart,

and must be approved by the relevant government authorities. Any capital contributions to our China subsidiaries must be approved by the Ministry of Commerce or its local counterpart. In
addition, under Circular 142, our China subsidiaries, as FIEs, may not be able to convert our capital contributions to them into RMB for equity investments or acquisitions in China.

We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future loans or
capital contributions to our China subsidiaries. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our China subsidiaries may be negatively affected, which could materially and
adversely affect our liquidity and ability to fund and expand our business.

Dividends paid to us by our Chinese subsidiaries may be subject to
Chinese withholding tax.

The EIT Law and the implementation regulations provide that a 10% withholding tax may apply to dividends payable to
investors that are non-resident enterprises, to the extent such dividends are derived from sources within China. The comprehensive Double Taxation Arrangement between China and Hong Kong generally reduces the withholding tax on dividends
paid from a Chinese company to a Hong Kong company to 5%. Dividends paid to us by our Chinese subsidiaries will be subject to Chinese withholding tax if, as expected, we are considered a non-resident enterprise under the EIT Law. If
dividends from our Chinese subsidiaries are subject to Chinese withholding tax, our financial condition may be adversely impacted to the extent of such tax.

Our worldwide income may be subject to Chinese tax under the EIT Law.

The EIT Law provides that enterprises established outside of China whose de facto management bodies are located in China are considered resident
enterprises and are generally subject to the uniform 25% enterprise income tax on their worldwide income. Under the implementation regulations for the EIT Law issued by the State Council, a de facto management body is defined as a
body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. If we
are deemed to be a resident enterprise for Chinese tax purposes, we will be subject to Chinese tax on our worldwide income at the 25% uniform tax rate, which could have an impact on our effective tax rate and an adverse effect on our net income
(loss), however, dividends paid to us by our Chinese subsidiaries may not be subject to withholding if we are deemed to be a resident enterprise.

Dividends payable by us to our investors and gains on the sale of our common stock by our foreign investors may be subject to tax under Chinese law.

Under the EIT Law and implementation regulations issued by the State Council, a 10% withholding tax is applicable to dividends payable to investors that
are non-resident enterprises. Similarly, any gain realized on the transfer of common stock by such investors is also subject to a 10% withholding tax if such gain is regarded as income derived from sources within China. If we are
determined to be a resident enterprise, dividends we pay on our common stock, or the gain you may realize from the transfer of our common stock, would be treated as income derived from sources within China. If we are required under the
EIT Law to withhold tax from dividends payable to investors that are non-resident enterprises, or if a gain realized on the transfer of our common stock is subject to withholding, the value of your investment in our common stock may be
materially and adversely affected.

Because a substantial portion of our business is located in China, we may have difficulty establishing adequate
management, legal and financial controls, which we are required to do in order to comply with Section 404 of the Sarbanes-Oxley Act and securities laws, and which could cause a material adverse impact on our consolidated financial statements, the
trading price of our common stock and our business.

Chinese companies have historically not adopted a western style of management and financial
reporting concepts and practices, which includes strong corporate governance, internal controls and computer, financial and other control systems. Most of our middle and top management staff in China are not educated and trained in the western
system, and we may have difficulty hiring new employees in China with experience and expertise relating to accounting principles generally accepted in the United States and U.S. public-company reporting requirements. As a result of these
factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S.
public-company reporting requirements. We may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act. This may result in material weaknesses in our
internal controls which could impact the reliability of our consolidated financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act. Any such material weaknesses or lack of
compliance with SEC rules and regulations could result in restatements of our historical consolidated financial statements, cause investors to lose confidence in our reported financial information, have an adverse impact on the trading price of our
common stock, adversely affect our ability to access the capital markets and our ability to recruit personnel, lead to the delisting of our securities from the stock exchange on which they are traded. This could lead to litigation claims, thereby
diverting managements attention and resources, and which may lead to the payment of damages to the extent such claims are not resolved in our favor, lead to regulatory proceedings, which may result in sanctions, monetary or otherwise, and
have a material adverse effect on our reputation and business.

See also Risk factorsRisks related to our businessIf we fail to
maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

China Labor Contract Law, effective January 1, 2008, together with its implementing rules, effective September 18, 2008, provides more
protection to Chinese employees. Previously, an employer had discretionary power in deciding the probation period, not to exceed six months. Additionally, the employment contract could only be terminated for cause. Under the new rules, the probation
period varies depending on contract terms and the employment contract can only be terminated during the probation period for cause upon three days notice. Additionally, an employer may not be able to terminate a contract during the probation period
on the grounds of a material change of circumstances or a mass layoff. The new law also has specific provisions on conditions when an employer has to sign an employment contract with open-ended terms. If an employer fails to enter into an open-ended
contract in certain circumstances, the employer must pay the employee twice their monthly wage beginning from the time the employer should have executed an open-ended contract. Additionally an employer must pay severance for nearly all terminations,
including when an employer decides not to renew a fixed-term contract.

On January 1, 2008, the Regulations on Paid Annual Leaves of Staff and Workers also took effect, followed by its
implementing measures effective September 18, 2008. These regulations provide that employees who have worked consecutively for one year or more are entitled to paid annual leave. An employer must guarantee that employees receive the same wage
income during the annual leave period as that for the normal working period. Where an employer cannot arrange annual leave for an employee due to production needs, upon agreement with the employee, the employer must pay daily wages equal to
300% of the employees daily salary for each day of annual leave forfeited by such employee. These newly introduced laws and regulations may materially increase the costs of our operations in China.

The turnover of direct labor in manufacturing industries in China is high, which could adversely affect our production, shipments, and results of operations.

Employee turnover of direct labor in the manufacturing sector in China is high and retention of such personnel is a challenge to companies
located in or with operations in China. Although direct labor cost does not represent a high proportion of our overall manufacturing costs, direct labor is required for the manufacture of our products. If our direct labor turnover rates are higher
than we expect, or we otherwise fail to adequately manage our direct labor turnover rates, then our results of operations could be adversely affected.

If any of our subsidiaries in China becomes the subject of a bankruptcy or liquidation procedures, we may lose the ability to use its assets.

Because a substantial portion of our business and revenue are derived from China, if any of our subsidiaries in China goes bankrupt and all or
part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our operations in China. Any delay, interruption or cessation of all or a part of our operations in China would negatively
impact our ability to generate revenue and otherwise adversely affect our business.

We face risks related to health epidemics and outbreaks of
contagious diseases.

Over the past several years, there have been recent reports of outbreaks of avian flu, SARS and H1N1 swine flu in Asia.
Since a large portion of our operations and our customers and suppliers operations are currently based in Asia (mainly China), an outbreak of avian flu, SARS, H1N1 swine flu or other contagious diseases in Asia or elsewhere, or the
perception that such outbreak could occur, and the measures taken by the governments of countries affected, including China, may result in material disruptions in our operations.

Risks related to this offering and our common stock

There is no existing market for our common stock and we do not know if one will develop to provide our stockholders adequate liquidity.

There has not been a public trading market for shares of our common stock prior to this offering. An active trading market may not develop or be sustained after
this offering. The initial public offering price for the shares of common stock sold in this offering will be determined by negotiations between us, the selling stockholders and representatives of the underwriters. This price may not be indicative
of the price at which our common stock will trade after this offering.

Our financial results may vary significantly from quarter-to-quarter due to a number of factors, which may lead
to volatility in our stock price.

Our quarterly revenue and results of operations have varied in the past and may continue to vary significantly
from quarter to quarter. This variability may lead to volatility in our stock price as research analysts and investors respond to these quarterly fluctuations. These fluctuations are due to numerous factors, including:



fluctuations in demand for our products;



the timing, size and product mix of sales of our products;



changes in our pricing and sales policies or the pricing and sales policies of our competitors;



our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;



quality control or yield problems in our manufacturing operations;



length and variability of the sales cycles of our products;



new product introductions and enhancements by our competitors and ourselves;



unanticipated increases in costs or expenses; and



fluctuations in foreign currency exchange rates.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly and annual results of
operations. In addition, a significant amount of our operating expenses is relatively fixed in nature due to our internal manufacturing, research and development, sales and general administrative efforts. Any failure to adjust spending quickly
enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. Moreover, our results of operations may not meet our announced guidance or the expectations of research analysts or
investors, in which case the price of our common stock could decrease significantly. There can be no assurance that we will be able to successfully address these risks.

Our stock price may be volatile and you may be unable to sell your shares at or above the offering price.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this
prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of
many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as
recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many
companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may become the target of this type of

litigation in the future. Securities litigation against us could result in substantial costs and divert our managements attention from other business concerns, which could seriously harm
our business.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common
stock, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports
that research analysts publish about us and our business. The price of our common stock could decline if one or more research analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us
or our business. If one or more of the research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price or trading volume to decline.

Our principal stockholders, executive officers and directors own a significant percentage of our stock and will continue to have significant
control of our management and affairs after the offering, and they can take actions that may be against your best interests.

Following the
completion of this offering, our executive officers and directors, and entities that are affiliated with them, will beneficially own an aggregate of approximately % of our outstanding common stock, on an as-converted basis,
based on an assumed initial offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus. This significant concentration of
share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, as a result, these stockholders, acting together, may be
able to control our management and affairs and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our
assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a
tender offer or otherwise attempting to obtain control, even if such a change in control would benefit our other stockholders.

Our stock price
could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our
common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or
equity-related securities in the future at a time and price that we deem appropriate.

Upon completion of this offering, as of
, 2010, we will have an aggregate of shares of
common stock outstanding, assuming no exercise of the underwriters over-allotment option, no exercise of outstanding options and exercise of all outstanding warrants. The
shares sold pursuant to this offering will be immediately tradable without restriction. Of the remaining shares:



no shares will be eligible for sale immediately upon completion of this offering;



shares will be eligible for sale upon the expiration of lock-up agreements, subject in
some cases to volume and other restrictions of Rule 144 and Rule 701 under the Securities Act of 1933, as amended, or the Securities Act; and

shares will be eligible for sale in the public market from time to time thereafter upon
the lapse of our right of repurchase with respect to any unvested shares.

The number of shares eligible for sale upon expiration of
lock-up agreements assumes the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X
preferred stock, into an aggregate of shares of common stock on a
-for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share,
the midpoint of the price range set forth on the cover of this prospectus.

The lock-up agreements expire 180 days after the date of this
prospectus, subject to potential extension in the event we release earning results or material news or a material event relating to us occurs near the end of the lock-up period. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as
representatives of the underwriters, may, in their sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements. After the completion of this offering, we intend to register approximately
shares of our common stock that have been issued or reserved for future issuance under our stock incentive plans.

Because our initial public offering price is substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding common
stock, new investors will incur immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma
as adjusted net tangible book value per share of our common stock based on the expected total value of our total assets, less our goodwill and other intangible assets, less our total liabilities immediately following this offering. Therefore, if you
purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $ per share in the price you pay for our common stock as compared
to the pro forma as adjusted net tangible book value as of December 31, 2009. Furthermore, investors purchasing our common stock in this offering will own only % of our shares outstanding even though they will have
contributed % of the total consideration received by us in connection with our sales of common stock. To the extent outstanding options to purchase common stock are exercised, there will be further dilution. For a further
description of the dilution that you will experience immediately after this offering, see the section titled Dilution.

Our management
has broad discretion in the use of the net proceeds from this offering and may not use the net proceeds effectively.

Our management will have
broad discretion in the application of the net proceeds of this offering. We cannot specify with certainty the uses to which we will apply the net proceeds we will receive from this offering. The failure by our management to apply these funds
effectively could adversely affect our ability to continue to maintain and expand our business.

We currently do not intend to pay dividends on our
common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We
currently do not plan to declare dividends on shares of our common stock in the foreseeable future. In addition, the terms of our loan and security agreement with Comerica restrict our

ability to pay dividends. See Dividend policy for more information. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market
price of our common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our common stock that will prevail in the market after this offering will ever exceed the price that you pay.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a
change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:



providing for a classified board of directors with staggered, three-year terms;



not providing for cumulative voting in the election of directors;



authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock;



prohibiting stockholder action by written consent;



limiting the persons who may call special meetings of stockholders; and

In addition, the provisions of Section 203 of the Delaware General Corporate Law will govern us upon completion of this offering. These provisions may prohibit
large stockholders, in particular those owning 15% or more of our outstanding common stock, from engaging in certain business combinations without approval of substantially all of our stockholders for a certain period of time.

These and other provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law could discourage
potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions. See Description of capital
stockPreferred stock and Description of capital stockAnti-takeover effects of Delaware law.

This prospectus contains forward-looking statements that are based on our managements beliefs and assumptions and on information currently
available to our management. The forward-looking statements are contained principally in the sections entitled Prospectus summary, Risk factors, Managements discussion and analysis of financial condition and
results of operations, Business and Compensation discussion and analysis. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing
plans, competitive position, industry environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as
anticipates, believes, could, seeks, estimates, expects, intends, may, plans, potential, predicts, projects,
should, will, would or similar expressions and the negatives of those terms.

Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our managements beliefs and assumptions only as of the date of this prospectus. You
should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from
what we expect.

Important factors that could cause actual results to differ materially from our expectations are disclosed under Risk
factors and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements appearing elsewhere in this prospectus. Some of the factors that we believe could affect our results include:



our history of losses which may continue in the future;



the overall condition of the highly cyclical communications networks industry, including the impact of any future downturn;

risks associated with international sales and operations, including a number of specific risks related to our substantial operations in China; and



the other factors set forth under Risk factors.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from
those anticipated in these forward-looking statements, even if new information becomes available in the future.

This prospectus also contains estimates
and other information concerning our industry and the communications networks industry, including market size and growth rates that we obtained from industry publications, surveys and forecasts, including the Optical Network Hardware
Quarterly Worldwide and Regional Market Size, Share, and Forecasts generated by Infonetics Research, dated February 19, 2010, and the Cisco Visual Networking Index: Forecast and Methodology, 2008-2013 generated by
Cisco Systems, Inc. in June 2009. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we believe the information in these industry publications, surveys and
forecasts is reliable, we have not independently verified the accuracy or completeness of the information.

We estimate that the net proceeds from our sale of shares of common stock in this offering
at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting
discounts and commissions and estimated offering expenses, will be approximately $ million or
$ million if the underwriters option to purchase additional shares is exercised in full. A $1.00 increase (decrease) in the assumed initial public offering price
of $ per share, the midpoint of the price range set forth on the cover page of the prospectus, would increase (decrease) the net proceeds to us from this
offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting
discounts and commissions. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use
the net proceeds to us from this offering for working capital, to continue to expand our existing business and general corporate purposes. Accordingly, our management will have broad discretion in the application of our net proceeds from this
offering, and investors will be relying on the judgment of our management regarding the application of these proceeds. We may also use a portion of the net proceeds to us for repayment of outstanding indebtedness, which currently has interest rates
ranging from 4.25% to 5.31% and maturity dates ranging from May 2010 to December 2010, but we currently have no commitments or specific plans to repay any particular indebtedness in advance of its maturity date. We may also use a portion of the net
proceeds to us to acquire complementary businesses, products, services or technologies, but we currently have no agreements or commitments relating to any material acquisitions.

Pending their use, we plan to invest the net proceeds to us from this offering in short term, interest bearing obligations, investment grade instruments,
certificates of deposit or direct or guaranteed obligations of the U.S. government.

Dividend policy

We have never declared or paid dividends on our common stock and do not expect to pay dividends on our common stock for the foreseeable future. Instead,
we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business. Any future determination to pay dividends on our common stock would be subject to the discretion of our board of directors
and would depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of
directors. In addition, our loan and security agreement with Comerica Bank limits our ability to pay dividends.

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2009 on:



an actual basis;



a pro forma basis to reflect the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of
165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a
-for- basis, which conversion ratio is based on an assumed initial public offering price of
$ per share, the midpoint of the price range set forth on the cover of this prospectus, and to reflect the recognition of a liability and the impact to accumulated deficit for
the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per share, the
midpoint of the price range set forth on the cover of this prospectus; and



a pro forma as adjusted basis to reflect the pro forma adjustments described above and further reflect the exercise of 199,960 stock warrants with a weighted
average exercise price of $0.72 per share into an equal number of shares of common stock and the sale by us of shares of common stock in this offering, at an assumed initial
public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and
commissions and estimated offering expenses.

The information below is illustrative only and our capitalization following the completion of this offering will be
adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. In particular, pursuant to the terms of our amended and restated certificate of incorporation, upon completion of this offering,
shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to holders of Series X preferred stock shall be the quotient obtained by (i) dividing the
total number of shares of Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public. You should read the information in this table together with Managements
discussion and analysis of financial condition and results of operations and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into
shares of common stock;



we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock; and



we granted 2,126,000 stock appreciation units with a weighted average grant date common stock fair value of $0.48 per share.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the
midpoint of the price range set forth on the cover page of this prospectus, would result in an approximately $ million increase (decrease) in pro forma as adjusted cash and
cash equivalents, and an approximately $ million increase (decrease) in each of pro forma as adjusted total NeoPhotonics Corporation stockholders equity, total equity
and total capitalization. If the underwriters exercise their over-allotment option in full, there would be a $ increase in each of pro forma as adjusted cash and cash
equivalents, total NeoPhotonics Corporation stockholders equity, total equity and total capitalization.

At December 31, 2009, we had net tangible book value of $76.1 million, or $1.58 per share of common stock, based upon 48,122,981 common shares outstanding on such
date. Net tangible book value represents the amount of our total assets, less our goodwill and other intangible assets, less our total liabilities. At December 31, 2009, our pro forma net tangible book value was
$ million, or $ per share of common stock. Pro forma net tangible book value per share represents the amount of our net tangible book value adjusted for
the recognition of a liability for the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per
share, the midpoint of the price range set forth on the cover of this prospectus, divided by the shares of common stock outstanding at December 31, 2009, assuming the conversion of all outstanding shares of our preferred stock (other than our
Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of
shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial
public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus.

After giving effect to the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common
stock, and our sale of shares of common stock in this offering at an assumed initial public offering price of
$ , the midpoint of the price range set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses,
our pro forma as adjusted net tangible book value at December 31, 2009 would have been $ million, or
$ per share of common stock. This represents an immediate increase in pro forma net tangible book value of
$ per share to existing stockholders and an immediate dilution of $ per share to new investors.

The following table illustrates this dilution:

Assumed initial public offering price per share

$

Pro forma net tangible book value per share as of December 31, 2009 before giving effect to this offering

$

Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors in this offering

$

If all our outstanding options had been exercised, the pro forma net
tangible book value as of December 31, 2009 would have been $ million, or $ per share, and
the pro forma as adjusted net tangible book value after this offering would have been $ million, or
$ per share, resulting in dilution to new investors of $ per share.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2009, the total number of
shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering at the initial public offering price of
$ , the midpoint of the price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses:

Shares purchased

Total consideration

Averageprice

per share

Number

Percent

Amount

Percent

Existing stockholders

%

$

217,605,903

%

$

New investors

Total

100%

$

100%

$

A $1.00 increase or decrease in the assumed initial public offering
price would increase or decrease, as applicable, total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately
$ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and without deducting the estimated underwriting
discounts and commissions and estimated offering expenses that we must pay.

The sale of
shares of common stock by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to
, or % of the total shares outstanding, and will increase the number of shares held by new investors to
, or % of the total shares outstanding. If the underwriters exercise their over-allotment option in full, the shares held by existing stockholders will
further decrease to , or % of the total shares outstanding, and the number of shares held by new investors will further increase to
, or % of the total shares outstanding.

The foregoing
dilution calculations exclude:



38,132,024 stock options with a weighted average exercise price of $0.17 per share outstanding as of December 31, 2009, exercisable into an equal number of
shares of common stock; and



30,199,710 shares of common stock reserved for future issuance under our 2010 equity incentive plan and 2010 employee stock purchase plan, which will become
effective in connection with this offering.

From January 1, 2010 to March 31, 2010, we note the following:



we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into
shares of common stock;



we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock; and



we granted 2,126,000 stock appreciation units with a weighted average grant date common stock fair value of $0.48 per share.

The following selected consolidated financial data should be read together with our consolidated financial statements and the related notes and
Managements discussion and analysis of financial condition and results of operations appearing elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace our consolidated
financial statements and the related notes.

We derived the consolidated statements of operations data for the years ended December 31, 2007, 2008
and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 from our consolidated financial statements appearing elsewhere in this prospectus. The consolidated statements of operations data for the years ended
December 31, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2005, 2006 and 2007 are derived from our consolidated financial statements, which do not appear elsewhere in this prospectus and have been revised to
reflect the adoption of revised authoritative guidance relating to accounting and reporting for the noncontrolling interest in a subsidiary. Our historical results are not necessarily indicative of our future results.

These expenses include stock-based compensation expense. Stock-based compensation expense for employee stock options granted on or before December 31, 2005 was accounted for
as the difference, if any, between the exercise price and the fair value of the common stock on the date of grant. Stock-based compensation expense for employee stock options granted on or after January 1, 2006 is accounted for at fair value,
using the Black-Scholes option pricing model. Stock-based compensation expense is recognized over the vesting period of the stock options and was included in cost of goods sold and operating expenses as follows:

Years ended December 31,

(in thousands)

2005

2006

2007

2008

2009

Cost of goods sold

$

75

$

128

$

130

$

125

$

53

Research and development

215

409

435

314

228

Sales and marketing

94

200

226

177

180

General and administrative

216

371

545

512

520

Total

$

600

$

1,108

$

1,336

$

1,128

$

981

(2)

In 2005, we acquired approximately 81.5% of Shenzhen Photon Technology Co., Ltd. and in 2006 we acquired another 18.1% interest. Also in 2005, we invested in 7.7% of the
outstanding shares of BeamExpress, Inc. and, in 2006, we acquired BeamExpress, Inc. by purchasing the remaining shares. In 2006, we acquired Optun, Inc., Lightconnect, Inc. and the assets and liabilities of Paxera Corporation. These acquisitions
were accounted for using the purchase method of accounting. Consideration was allocated to the assets acquired and liabilities assumed based on their fair values, including intangible assets and in-process research and development, and the residual
was recorded to goodwill. In-process research and development was expensed at the date of acquisition and the intangible assets are being amortized in cost of goods sold and in operating expenses over their respective useful lives. The results of
operations for these acquired businesses are included in our consolidated results of operations from the date of acquisition.

(3)

In 2007, we recorded asset impairment charges relating to goodwill of $5.9 million and intangible assets of $0.2 million, both relating to our acquisition of BeamExpress Inc. in
2006. In 2008, we recorded asset impairment charges relating to intangible assets of $3.3 million and property and equipment of $0.7 million, both triggered by our decision to discontinue development of a product relating to our
acquisition of Paxera Corporation in 2006. In 2009, we entered into an agreement to sell our ownership interest in Shenzhen Archcom Technology Co., Ltd, or Archcom, for less than our share of the net assets of Archcom and, as a result, we recognized
an impairment charge of $0.8 million. In 2009, we also recorded an asset impairment charge of $0.4 million resulting from the write-off of machinery and equipment no longer in use. For further information, see Note 5 to our consolidated financial
statements appearing elsewhere in this prospectus.

(4)

Net income (loss) attributable to noncontrolling interests represents the noncontrolling shareholders proportionate share of the results of operations of our majority-owned
subsidiaries. For further information, see Note 13 to our consolidated financial statements appearing elsewhere in this prospectus.

(5)

The pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders calculations assume the conversion of all outstanding shares of
preferred stock into shares of common stock using the as-if-converted method as though the conversion had occurred at the beginning of the period presented, or the date of issuance, if later.

(6)

Working capital is defined as total current assets less total current liabilities.

You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our consolidated
financial statements and the accompanying notes appearing elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risks and uncertainties, such as statements of our plans,
objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed
in Risk factors.

Business overview

We are a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. Our products enable
high-speed transmission rates and efficient allocation of bandwidth over optical networks with high quality and low costs. Our innovative PIC technology utilizes a set of proprietary design elements that provide optical functionality on a silicon
chip. PIC devices integrate many more functional elements than discretely packaged components, enabling increased functionality in a small form factor while reducing packaging and interconnection costs. In addition, the cost advantages of PIC-based
components are driven by the economics of semiconductor wafer mass manufacturing, where the marginal cost of producing an incremental chip is much less than that of a discrete component.

We have research and development and wafer fabrication facilities in Silicon Valley, California which are closely aligned with our research and development and
manufacturing facilities in Shenzhen, China. We utilize proprietary design tools and design-for-manufacturing techniques to closely align our design process with our precision nanoscale, vertically integrated manufacturing and testing capabilities.
Our technology and manufacturing expertise enables us to deliver repeatable, well-characterized products at high yields.

We operate a sales model that focuses on direct alignment with our customers through close coordination of our
sales, product engineering and manufacturing teams. Our sales and marketing organizations support our strategy of increasing product penetration with our Tier 1 customers while also serving our broader customer base. We employ a direct sales
force in the United States, China, Israel and the European Union. These individuals work closely with our product engineers, and product marketing and sales operations teams, in an integrated approach to address our customers current and
future needs. We also engage independent commissioned representatives and distributors worldwide to further extend our global reach.

We changed our
name to NeoPhotonics Corporation in 2002 after having been incorporated as NanoGram Corporation in October 1996 in the State of Delaware. During 2002 and 2003, we spun out two new companies, NanoGram Devices Corporation, a medical device battery
company, and

NanoGram Corporation, a nanomaterials applications company. NanoGram Devices was subsequently acquired by Greatbatch Inc. NanoGram Corporation continues to operate as a private company. In
November 2003, we filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Northern District of California. Our plan of reorganization was substantially consummated in March 2004, at
which point we emerged from bankruptcy. In addition, we have completed several acquisitions as follows:



In March 2003, we acquired Lightwave Microsystems Corporation, a developer and fabricator of photonic integrated circuits;



In March 2006, we completed the acquisition of Photon Technology Co., Ltd. (now named NeoPhotonics (China) Co., Ltd.), a manufacturer of active optoelectronics,
transceivers and modules;



In June 2006, we acquired Lightconnect, Inc., which expanded our product portfolio by adding a line of micro-electromechanical systems based optical components
and modules;



In June 2006, we acquired OpTun, Inc., a developer of ROADM technology;



In August 2006, we completed an acquisition of BeamExpress, Inc., an integrator of active indium phosphide telecommunications devices in parallel optics
high-speed transceivers;



In November 2006, we acquired Paxera Corporation, a developer of tunable technology for dynamically reconfigurable networks; and



In February 2008, we acquired certain assets and intellectual property from Mitsubishi Electric Corporation relating to the manufacture of high-speed
transceivers.

The amortization of intangible assets relative to these acquisitions is expected to be $3.3 million, $0.8 million and
$0.3 million for 2010, 2011 and 2012, respectively, and will continue to decline until fully amortized.

Key components of operating results

Revenue

We sell substantially all of our
products to original equipment manufacturers, or OEMs. Revenue is recognized upon delivery of our product to the OEM. We price our products based on market and competitive conditions and may periodically reduce the price of our products as market
and competitive conditions change and as manufacturing costs are reduced. Our sales transactions to customers are denominated primarily in RMB or U.S. dollars. For the year ended December 31, 2009, approximately 83.5% of our sales were derived
from our China-based subsidiaries, the majority of which were denominated in RMB. We expect a significant portion of our sales to be denominated in foreign currencies in the future. Revenue is driven by the volume of shipments and may be impacted by
pricing pressures. We have generated most of our revenue from a limited number of customers. Given the high concentration of network equipment vendors in our industry, our top ten customers represented 82.9% of our total revenue in 2009. We expect
that a significant portion of our revenue will continue to be derived from a limited number of customers and we expect that revenue will increase as a result of a continued increase in demand for our products and our planned expansion into new
geographies.

Cost of goods sold and gross margin

Our cost of goods sold consists primarily of the cost to produce wafers and to manufacture and test our products. We have a global set of suppliers to help balance
considerations related to

product availability, quality and cost. Although components of our cost of goods sold are denominated primarily in RMB or U.S. dollars, most are denominated in RMB. Our manufacturing process
extends from wafer fabrication through final module and subsystem assembly and test. The cost of our manufacturing, assembly and test processes includes the cost of personnel and the cost of our manufacturing equipment and facilities. Our cost of
goods sold is impacted by manufacturing variances such as assembly and test yields and production volume. We typically experience lower yields and higher associated costs on new products. In general, our cost of goods sold associated with a
particular product declines over time as a result of decreases in wafer costs associated with the increase in the volume of wafers produced, as well as yield improvements and assembly and test enhancements. Additionally, our cost of goods sold
includes reserves for excess and obsolete inventory, royalty payments, amortization of certain purchased intangible assets and warranty, shipping and allocated facilities costs.

Gross profit as a percentage of total revenue, or gross margin, has been and is expected to continue to be affected by a variety of factors, including the
introduction of new products, production volume, the mix of products sold, changes in the cost and volumes of materials purchased from our suppliers, changes in labor costs, changes in overhead costs or requirements, any write-offs of excess and
obsolete inventories and changes in the average selling prices of our products. Average selling prices by product typically decline as a result of periodic negotiations with our customers. We strive to increase our gross margin as we seek to manage
the costs of our supply chain and increase productivity in our manufacturing processes.

Operating expenses

Our operating expenses consist of research and development, sales and marketing, general and administrative, amortization of purchased intangible assets, asset
impairment charges and restructuring charges. Personnel costs are the most significant component of operating expenses and consist of costs such as salaries, benefits, bonuses, stock-based compensation and, with regard to sales and marketing
expense, sales commissions. Although our operating expenses are denominated primarily in RMB and U.S. dollars, most are denominated in U.S. dollars.

Research and development. Research and development expense consists of personnel costs, including stock-based compensation, for our
research and development personnel, and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment and facility costs. We record all research and development expense as
incurred. Research and development expense has declined over the past two years primarily due to the integration of acquired companies and the termination of certain projects in response to a general decline in the global economy. In the future, we
expect research and development expense to increase as we enhance and expand our product offerings. As a percentage of revenue, our research and development expense may vary as our revenue changes over time.

Sales and marketing. Sales and marketing expense consists primarily of personnel costs, including stock-based compensation and sales
commissions, costs related to sales and marketing programs and services and facility costs. We expect sales and marketing expense to increase as we increase the number of sales and marketing professionals and expand our marketing activities. As a
percentage of revenue, our sales and marketing expense may vary as our revenue changes over time.

General and
administrative. General and administrative expense consists primarily of personnel costs, including stock-based compensation, for our finance, human resources and information

technology personnel and certain executive officers, as well as professional services costs related to accounting, tax, banking, legal and information technology services, depreciation of capital
equipment and facility costs. We expect general and administrative expense to increase in the short term, as we develop infrastructure necessary to operate as a public company, including increased audit and legal fees, costs to comply with the
Sarbanes-Oxley Act and the rules and regulations applicable to companies listed on a national stock exchange, as well as investor relations expense and higher insurance premiums. As a percentage of revenue, our general and administrative expense may
vary as our revenue changes over time.

Amortization of purchased intangible assets. We completed a series of business
acquisitions in 2005 and 2006, which included the acquisition of intangible assets. These intangible assets are being amortized over their estimated useful lives.

Asset impairment charges. We record asset impairment charges when it is determined that the carrying value of our assets is not
recoverable.

In 2007, we discovered a defect in the main product acquired through a previous business acquisition, and we discontinued sales and
production activities of this product. Given this event, we performed an impairment review of goodwill and the related long-lived intangible assets. The results of our review indicated that certain assets were impaired and an asset impairment charge
of $6.1 million was recognized in the year ended December 31, 2007, of which $5.9 million was related to goodwill and $0.2 million was related to purchased intangible assets.

In 2008, we discontinued the development of a tunable laser product based on recognized operating losses and the projection of future losses relative to that
product. As a result of the discontinuance, we concluded that certain asset groups associated with the product were impaired and an asset impairment charge of $4.0 million was recognized in the year ended December 31, 2008, of which
$3.3 million was related to purchased intangible assets and $0.7 million was related to tangible fixed assets.

In 2009, we entered into an
agreement to sell our 55% ownership interest in Shenzhen Archcom Technology Co., Ltd., or Archcom, for $1.1 million, which was less than our share of the value in the net assets of Archcom. As a result, we recognized an impairment charge of $0.8
million in the year ended December 31, 2009, of which $0.2 million was related to tangible fixed assets and the remaining $0.6 million was recorded as an accrual for the expected loss on sale.

In addition, in 2009, we recorded an impairment charge of $0.4 million resulting from the write-off of machinery and equipment no longer in use.

Asset impairment charges are based on individual facts and circumstances and are not otherwise considered a recurring expense. Although we have recognized
impairment charges in each of the three years presented, this is not necessarily indicative of future periods.

Restructuringcharges. During the third quarter of 2008, we initiated a restructuring plan as part of a companywide cost saving initiative aimed to reduce operating costs by moving manufacturing operations from the United States to
our primary subsidiary in China. As a result, we recorded $1.4 million of restructuring expense in 2008, primarily related to severance costs resulting from the involuntary termination of employees located in the United States and China. We
experienced cost savings of approximately $2.9 million in 2009 as a result of this plan; however, we do not anticipate any incremental cost savings in 2010 or thereafter.

Other income (expense), net is primarily made up of foreign currency transaction gains and losses. The functional currency of our subsidiaries in China is the RMB
and the foreign currency transaction gains and losses of our subsidiaries in China primarily result from their transactions in U.S. dollars.

Income taxes

We conduct our business globally.
However, our operating income is subject to varying rates of tax in the United States and China. Consequently, our effective tax rate is dependent upon the geographic distribution of our earnings or losses and the tax laws and regulations in each
geographical region. We expect that our income taxes will vary in relation to our profitability and the geographic distribution of our profits. Historically, we have experienced net losses in the United States and in the short term, we expect this
trend to continue. In China, one of our subsidiaries has qualified for a preferential 15% tax rate available for high technology enterprises. The preferential rate applies to 2008, 2009 and 2010. We realized benefits from the reduced tax rate of
$0.2 million and $1.0 million for 2008 and 2009, respectively, or $0.00 and $0.02 per basic and diluted share for 2008 and 2009, respectively. We intend to reapply for the preferential rate for 2011. If approved, the rate will remain at 15%,
otherwise, the rate will be 24% for 2011 and 25% thereafter. In 2009, our cash tax liability in China was partially offset by the utilization of NOL carryforwards. In future periods, we expect that our operations in China will not have sufficient
NOL carryforwards to offset any future cash tax obligation in China.

Key metrics

We monitor key financial metrics on a quarterly basis, as set forth below, to help us evaluate future growth trends, establish budgets, measure the effectiveness of
our sales and marketing efforts and assess operational efficiencies. We discuss revenue, cost of goods sold and gross margin recognized in accordance with U.S. GAAP under Key components of operating results. Non-GAAP financial measures
are discussed immediately below this table.

Non-GAAP financial measures. We believe that the use of non-GAAP income (loss) from
operations, non-GAAP net income (loss) and adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, are helpful for an investor determining whether to invest in our common stock. In computing our non-GAAP
financial measures, we exclude certain items included under U.S. GAAP. Non-GAAP income (loss) from operations and non-GAAP net income (loss) excludes the amortization of purchased intangible assets, stock- based compensation expense, asset
impairment charges and restructuring charges. Adjusted EBITDA excludes these same items and, additionally, excludes interest expense, net, provision for (benefit from) income taxes and depreciation expense.

We believe that excluding amortization of purchased intangible assets, stock-based compensation expense, asset impairment charges and restructuring charges helps
investors compare our operating performance with our results in prior periods. We believe that it is appropriate to exclude these items as they limit comparability between periods and between us and similar companies. We believe adjusted EBITDA is
useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that adjusted EBITDA is useful in evaluating our operating
performance compared to that of other companies in our industry because the calculation of adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items
may vary for different companies for reasons unrelated to overall operating performance. We use these non-GAAP financial measures to evaluate the operating performance of our business and aid in the period-to-period comparability. We also use the
non-GAAP financial measures for planning and forecasting and measuring results against the forecast and in certain cases for performance-based cash bonus targets for certain of our employees. Using several measures to evaluate the business allows us
and investors to (1) assess our relative performance against our competitors and (2) ultimately monitor our capacity to generate returns for our stockholders. Further explanation of the excluded items is provided below:



Amortization of purchased intangible assets. Included in our U.S. GAAP financial results is the amortization of purchased
intangible assets associated with prior acquisitions and which is non-cash in nature. We exclude these expenses from our non-GAAP financial measures because we believe they are not indicative of our core operating performance.



Stock-based compensation expense. Included in our U.S. GAAP financial results are non-cash charges for the fair value of stock
options granted to employees. While this is a recurring item, we believe that excluding these charges from our non-GAAP financial measures provides for more accurate comparisons of our historical and current operating results to those of similar
companies because various valuation methodologies with subjective assumptions may be used to calculate stock-based compensation expense.



Asset impairment charges. Included in our U.S. GAAP financial results in 2008 are non-cash asset impairment charges related to the
discontinuation of a product and in 2009 related to the pending sale of our interest in Archcom and fixed assets no longer in use. We exclude asset impairment charges from our non-GAAP financial measures because they are unique to the specific
events and circumstances and we do not believe they are indicative of our core operating performance.



Restructuring charges. Included in our U.S. GAAP financial results are restructuring charges related to severance and other costs
associated with the move of our U.S. manufacturing

operations to China. We exclude restructuring charges from our non-GAAP financial measures, because we believe they are not indicative of our core operating performance.



Interest expense, net. Included in our U.S. GAAP financial results is interest income and interest expense. Although our investing
and borrowing activities are elements of our cost structure and provide us the ability to generate revenue and returns for our owners, we exclude interest income and interest expense from our adjusted EBITDA financial measure to provide
period-to-period comparability of our core operating results unassociated with our investing and borrowing activities.



Provision for (benefit from) income taxes. Included in our U.S. GAAP financial results is income tax expense (benefit). While we
are subject to various state and foreign taxes and the payment of such taxes is a necessary element of our operations, we exclude income tax expense (benefit) from our adjusted EBITDA financial measure to provide period-to-period comparability of
our core operating results unassociated with the varying effective tax rates to which we are subject.



Depreciation expense. Included in our U.S. GAAP financial results is depreciation expense associated with our capital expenditures.
While the use of the capital equipment enables us to generate revenue for our business, we exclude depreciation expense from our adjusted EBITDA financial measure as the depreciation expense enables us to compare our financial results with other
companies in our industry.

These non-GAAP financial measures may not provide information that is directly comparable to that provided
by other companies in our industry, as other companies in our industry may calculate such financial results differently, particularly related to nonrecurring, unusual items. Our non-GAAP financial measures are not measurements of financial
performance under U.S. GAAP, and should not be considered as alternatives to income (loss) from operations and net income (loss) attributable to NeoPhotonics Corporation or as indications of operating performance or any other measure of performance
derived in accordance with U.S. GAAP. We do not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by U.S. GAAP financial results.

The following table reflects the reconciliation of U.S. GAAP financial measures to our non-GAAP financial measures.

Three months ended

(in thousands)

Sep. 30,

2008

Dec. 31,

2008

Mar. 31,

2009

Jun. 30,

2009

Sep. 30,

2009

Dec. 31,

2009

Income (loss) from operations

$

(10,067

)

$

(7,966

)

$

(4,824

)

$

(1,684

)

$

537

$

1,791

Non-GAAP adjustments:

Amortization of purchased intangible
assets(1)

1,461

1,607

1,413

1,414

1,240

1,153

Stock-based compensation expense

246

336

235

281

223

242

Asset impairment charges

3,178

869







1,233

Restructuring charges

230

1,153









Non-GAAP income (loss) from operations

$

(4,952

)

$

(4,001

)

$

(3,176

)

$

11

$

2,000

$

4,419

Net income (loss) attributable to NeoPhotonics Corporation

$

(10,536

)

$

(8,224

)

$

(5,001

)

$

(2,525

)

$

(170

)

$

733

Non-GAAP adjustments:

Amortization of purchased intangible
assets(1)

1,461

1,607

1,413

1,414

1,240

1,153

Stock-based compensation expense

246

336

235

281

223

242

Asset impairment charges

3,178

869







1,233

Restructuring charges

230

1,153









Non-GAAP net income (loss)

$

(5,421

)

$

(4,259

)

$

(3,353

)

$

(830

)

$

1,293

$

3,361

Interest expense, net

343

258

244

63

199

195

Provision for (benefit from) income taxes

202

(384

)

267

405

539

691

Depreciation expense

1,964

2,122

2,134

2,043

2,021

2,156

Adjusted EBITDA

$

(2,912

)

$

(2,263

)

$

(708

)

$

1,681

$

4,052

$

6,403

(1)

Reflects amortization of purchased intangible assets included in cost of goods sold and operating expenses.

Critical accounting policies and estimates

Our discussion
and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. These principles require us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenue, expenses and cash flow, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, stock-based compensation expense, impairment
analysis of goodwill and long-lived assets, valuation of inventory, warranty liabilities and accounting for income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

We believe that of our significant accounting policies, which are described in Note 2 to our consolidated financial statements appearing elsewhere in this
prospectus, the following

accounting policies involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results
of operations.

Revenue recognition

We
recognize revenue from the sale of our products provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders
are used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the
transaction and whether the sales price is subject to refund or adjustment. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and the customers payment history.

Revenue is recognized when the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or damage to the goods up to that
point. On most orders, our terms of sale provide that title passes to the buyer upon shipment by us. In certain cases, our terms of sale may provide that title passes to the buyer upon delivery of the goods to the buyer. We determine payments made
to third-party sales representatives are appropriately recorded to sales and marketing expense and not a reduction of revenue as the sales agent services they provide have an identifiable benefit and are made at similar rates of other sales agent
service providers. Shipping and handling costs are included in the cost of goods sold. We present revenue net of sales taxes and any similar assessments.

We recognize revenue on sales to distributors, using the sell in method (i.e., when product is sold to the distributor) at the time of shipment or
delivery, as our distributors do not have extended rights of return or subsequent price discounts or price protections.

Stock-based compensation
expense

Our stock-based compensation expense was recorded as follows:

Years ended December 31,

(in thousands)

2007

2008

2009

Cost of goods sold

$

130

$

125

$

53

Research and development

435

314

228

Sales and marketing

226

177

180

General and administrative

545

512

520

$

1,336

$

1,128

$

981

For awards granted on or before December 31, 2005, we applied
the intrinsic value method of accounting for our employee stock option awards. Under the intrinsic value method, compensation expense for employees was based on the difference, if any, between the fair value of our common stock and the exercise
price of the option on the measurement date, the date of grant. As of December 31, 2005, we had $1.7 million of deferred stock-based compensation expense, which was amortized over the vesting period of the applicable options on a straight-line
basis through December 31, 2009.

Effective January 1, 2006, we adopted new authoritative accounting guidance for stock-based compensation expense,
which requires enterprises to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award. We adopted the new guidance using the prospective
transition method. Under this transition method, beginning January 1, 2006, employee stock-based compensation expense includes: (1) compensation cost for all stock-based awards granted prior to, but not yet vested as of December 31,
2005, based on the intrinsic value method and (2) compensation cost for all stock-based awards granted or modified subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the new guidance.

Our determination of the fair value of stock-based payment awards on the measurement date utilizes the Black-Scholes option pricing model, and is
impacted by our common stock price as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected common stock price volatility over the term of the option
awards, projected employee option exercise behaviors (expected period between stock option vesting date and stock option exercise date), risk-free interest rates and expected dividends.

The fair value is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service
period (usually the vesting period) on a straight-line basis. Stock-based compensation expense includes the impact of estimated forfeitures. We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent
periods if actual forfeitures differ from those estimates.

The Black-Scholes pricing model was developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants. Existing valuation models, including the Black-Scholes model, may not provide reliable measures of the fair value of our
stock-based awards. Consequently, there is a risk that our estimates of the fair value of our stock-based awards on the grant dates may bear little resemblance to the actual values realized upon exercise. Stock options may expire or otherwise result
in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our consolidated financial statements. Alternatively, value may be realized from these instruments that are significantly higher than the
fair values originally estimated on the grant date and reported in our consolidated financial statements.

For the years ended December 31, 2007,
2008 and 2009, we calculated the fair value of stock options granted to employees using the Black-Scholes pricing model with the following assumptions:

The table below summarizes all stock option grants from January 1, 2009 through December 31, 2009:

Grant Date

Options

Exercise

price

Common

stock fair

value

Stockoption fairvalue

February 26, 2009

550,000

$

0.17

$

0.17

$

0.11

May 28, 2009

6,458,000

$

0.17

$

0.17

$

0.12

August 13, 2009

104,000

$

0.17

$

0.17

$

0.12

7,112,000

In order to determine the fair value of our common stock underlying all option
grants, we engaged third party independent appraisers to assist us and have considered contemporaneous valuations of our common stock. The valuation of our common stock as of March 31, 2009 of $0.17 per share was based on a weighted average of
various income and market valuation models, including the discounted cash flow method, the comparable company method, and the comparable transaction method. As part of the comparable company method, we analyzed a population of possible comparable
companies and selected those technology companies that we considered to be the most comparable to us in terms of revenue, margins and growth. The comparable transaction method considers private company transactions over the past four years within
the same industry and uses the earnings and revenue multiples from those transactions to determine the implied value of the subject company. Once the total equity value was computed under the various approaches, we calculated a weighted average of
the methods, giving the discounted cash flow method a 70% weighting and the two market methods each a 15% weighting. We then allocated the total equity value between preferred and common stock using a probability-weighted expected return method. We
considered four exit events: (1) initial public offering, (2) sale or merger of the company, (3) continuing as a private company and (4) dissolution of the company. We calculated the common stock value under each scenario and
based on our estimate of the probability of each event occurring, calculated an estimated common stock value.

We applied a 20% discount for the minority
interest relative to the comparable transaction method. In all valuations above, we applied a 24% discount for lack of marketability.

While the
comparable transaction method uses historical data, we used several key assumptions in the other valuation models. The significant input assumptions used in the other valuation models are based on subjective future expectations combined with the
judgment of management and our board of directors, including:

Assumptions utilized in the discounted cash flow method include:



our expected revenue, operating performance, cash flow and adjusted EBITDA for the current and future years, determined as of the valuation date based on our
estimates;



a discount rate, which is applied to discretely forecasted future cash flows in order to calculate the present value of those cash flows; and



a terminal value multiple, which is applied to our last year of discretely forecasted adjusted EBITDA to calculate the residual value of our future cash flows.

our expected revenue, operating performance, cash flow and adjusted EBITDA for the current and future years, determined as of the valuation date based on our
estimates;



multiples of market value to trailing twelve months revenue, determined as of the valuation date, based on a group of comparable public companies we identified;
and



multiples of market value to expected future revenue, determined as of the valuation date, based on the same group of comparable public companies.

Our board of directors sets the exercise price of stock options based on a price per share no less than the fair market value of our
common stock, as estimated on the date of grant, using the information available on the grant date. Our board of directors has taken into consideration numerous objective and subjective factors to determine the fair market value of our common stock
on each grant date in order to be able to set exercise prices at or above the estimated fair market value. Such factors included, but were not limited to, (1) valuations using the methodologies described above, (2) our operating and
financial performance, (3) the lack of liquidity of our capital stock, (4) the likelihood of achieving a liquidity event given then-current market conditions and trends in the broader communications markets and other similar technology stocks
and (5) during the recent economic downturn, the benefits to us of preserving relative consistency of exercise prices during periods characterized by decreasing market values.

The assumptions around fair value that we have made represent our managements best estimate, but they are highly subjective and inherently uncertain. If
management had made different assumptions, our calculation of the options fair value and the resulting stock-based compensation expense could differ, perhaps materially, from the amounts recognized in our consolidated financial statements. For
example, if we increased the assumption regarding our stocks volatility for options granted during 2009 by 10%, our stock-based compensation expense would increase by $43,000 for that period, net of expected forfeitures. Likewise, if we
increased our assumption of the expected lives of options granted during 2009 by one year, our stock-based compensation expense would increase by $39,000 for that period, net of expected forfeitures. These notional increased expense amounts would be
amortized over the options four year vesting period. Although changes in assumptions relative to our 2009 expense would be considered immaterial to us, future years could result in a more significant difference if we were to grant additional
stock options, the value of our common stock increases significantly and/or our estimated volatility is higher.

In addition to the assumptions used to
calculate the fair value of our options, we are required to estimate the expected forfeiture rate of all stock-based awards and only recognize expense for those awards we expect to vest. Accordingly, the stock-based compensation expense recognized
in our consolidated statement of operations for the year ended December 31, 2009 has been reduced for estimated forfeitures. If we were to change our estimate of forfeiture rates, the amount of stock-based compensation expense could differ,
perhaps materially, from the amount recognized in our consolidated financial statements. For example, if we had decreased our estimate of expected forfeitures by 50%, our stock-based compensation expense for the year ended December 31, 2009,
net of expected forfeitures, would have increased by $67,000. This decrease in our estimate of expected forfeitures would increase the amount of expense for all unvested awards that have not yet been recognized by $92,000, which would be amortized
over a weighted-average period of 2.4 years. Although we do not consider this difference to be

material to our 2009 results of operations, if our stock-based compensation expense increases in the future, a change in the estimated forfeiture rate could be much more significant.

As of December 31, 2009, we had 4,971,000 stock appreciation units issued and outstanding. These stock appreciation units are not exercisable by any recipient until
the earliest to occur of the following: (i) the expiration of the period of time agreed to between our underwriters and certain of our stockholders selected by the underwriters in connection with a public offering of the stock, or (ii) upon the
consummation of a change in control, which means a sale of all or substantially all of our assets, or a merger, consolidation or other capital reorganization or business combination transaction with or into another corporation or entity. Because
neither of these events has occurred and therefore recipients are not able to exercise their units, no compensation expense has been recognized to date relative to these awards. As of December 31, 2009, the aggregate intrinsic value of all of our
outstanding stock appreciation units was $2.0 million, calculated based on the difference between the fair value of the common stock on date of grant and the fair value of our common stock as of December 31, 2009.

Goodwill and long-lived assets

Goodwill is
evaluated, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Our annual goodwill impairment testing is performed on December 31 of each year. Goodwill is
reviewed for impairment utilizing a two-step process. First, impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying amount, including goodwill, to the fair value of the reporting unit. The fair
value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. In step two, the
implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting
units goodwill, the difference is recognized as an impairment loss. During the year ended December 31, 2007, we recorded $5.9 million of goodwill impairment charges. We did not recognize any goodwill impairment charges during the years
ended December 31, 2008 or 2009.

Depreciation and amortization of the intangible assets and other long-lived assets is provided using the
straight-line method over their respective estimated useful lives, reflecting the pattern of economic benefits associated with these assets. Changes in circumstances such as technological advances, changes to our business model, or changes in our
capital strategy could cause the actual useful lives of intangible assets or other long-lived assets to differ from initial estimates. In those cases where we determine that the useful life of an asset should be revised, we depreciate the
remaining net book value over the new estimated useful life. During the year ended December 31, 2008, we changed the estimated remaining useful life of acquired technology and patents related to ROADM products from 57 months to 28 months, which
increased our amortization expense included within cost of goods sold by $0.2 million and $0.5 million for the years ended December 31, 2008 and 2009, respectively.

These assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable based
on their future cash flows. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. The assets

evaluated for impairment are grouped, based on our judgment, with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of
assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value. During the years ended December 31,
2007, 2008 and 2009, we recorded asset impairment charges of $0.2 million, $4.0 million and $1.2 million, respectively, related to finite-lived assets.

Valuation of inventories

Inventories are recorded at
the lower of cost (using the first-in, first-out method) or market, after we give appropriate consideration to obsolescence and inventories in excess of anticipated future demand. In assessing the ultimate recoverability of inventories, we are
required to make estimates regarding future customer demand, the timing of new product introductions, economic trends and market conditions. If the actual product demand is significantly lower than forecasted, we could be required to record
additional inventory write-downs which would be charged to cost of goods sold. Any write-downs would have an adverse impact on our gross margin. During the years ended December 31, 2007, 2008 and 2009, we recorded excess and obsolete inventory
charges of $2.6 million, $0.0 million and $1.1 million, respectively.

Warranty liabilities

We provide warranties to cover defects in workmanship, materials and manufacturing of our products for a period of one to two years to meet stated functionality
specifications. From time to time, we have agreed, and may agree, to warranty provisions providing for extended terms or with a greater scope. Products are tested against specified functionality requirements prior to delivery, but we nevertheless
from time to time experience claims under our warranty guarantees. We accrue for estimated warranty costs under those guarantees based upon historical experience, and for specific items at the time their existence is known and the amounts are
determinable. A provision for estimated future costs related to warranty activities is charged to cost of goods sold based upon historical product failure rates and historical costs incurred in correcting product failures. If we experience an
increase in warranty claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our gross margin and profitability would be adversely affected.

Accounting for income taxes

We record income taxes
using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In
estimating future tax consequences, generally all expected future events, other than enactments or changes in tax law or rates, are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to
be realized.

We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax contingencies whenever it
is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relevant tax law and the specific facts and
circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

On January 1, 2007, we adopted revised authoritative guidance which clarified the accounting for uncertainty in
tax positions. The guidance defines the confidence level that a tax position must meet in order to be recognized in the financial statements and requires that the tax effects of a position be recognized only if it is more likely than not
to be sustained based solely on its technical merits as of the reporting date. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate
actual outcomes.

With the adoption of this new guidance, companies are required to adjust their financial statements to reflect only those tax positions
that are more likely than not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle as of the date of adoption. The new guidance also prescribes a comprehensive
model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The adoption of this statement did not have a material impact on our consolidated
financial position, results of operations or disclosures.

As part of the process of preparing our consolidated financial statements, we are required to
estimate our taxes in each of the jurisdictions in which we operate. We estimate actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as accruals and allowances not currently
deductible for tax purposes. These differences result in deferred tax assets.

At December 31, 2009, we had total net deferred tax assets of $57.1
million, primarily comprised of U.S. federal and state NOL carryforwards, and a related valuation allowance of $56.6 million, primarily against our U.S. net deferred tax assets, as we believe that sufficient uncertainty exists regarding the
realizability of these deferred tax assets. Our net deferred tax assets consist primarily of NOL carryforwards generated in the United States. Realizability of deferred tax assets is deemed appropriate when realization of such assets is more likely
than not. Based upon the weight of available evidence, which includes our historical operating performance and the recorded U.S. cumulative net losses, we have provided a full valuation allowance against our U.S. deferred tax assets. We intend
to maintain valuation allowances until sufficient evidence exists to support the reversal of the valuation allowances. Under certain conditions related to our future profitability and other business factors, we believe it is possible our results
will yield sufficient positive evidence to support the conclusion that it is more likely than not that we will realize the tax benefit of our NOL carryforwards. If that is the case, subject to review of other qualitative factors and uncertainties,
we would reverse the remaining deferred tax asset valuation allowance as a reduction of tax expense. For the periods following the recognition of this tax benefit and to the extent we are profitable, we will record a tax provision for which the
actual payment may be offset against our accumulated NOL carryforwards. However, our tax rate may significantly increase in future periods.

We make
estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially
impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations in the period that the adjustment is determined to be required.

Our income tax expense in 2009 includes $0.8 million of withholding taxes on royalty income from foreign sources. Although there is a U.S. foreign tax credit for
foreign income taxes paid,

we do not record a benefit from these foreign tax credits, due to our full valuation allowance on our U.S. deferred tax assets.

Results of operations

The following tables set forth our
results of operations for the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

Years ended December 31,

2007

2008

2009

(in thousands, except percentages)

Amount

% ofrevenue

Amount

% ofrevenue

Amount

% ofrevenue

Revenue

$

95,825

100%

$

133,989

100%

$

155,062

100%

Cost of goods sold

83,475

87

109,439

82

114,572

74

Gross profit

12,350

13

24,550

18

40,490

26

Operating expenses:

Research and development

23,076

24

21,480

16

17,266

11

Sales and marketing

10,123

11

10,435

8

9,587

6

General and administrative

13,142

14

14,581

11

15,448

10

Amortization of purchased intangible assets

1,826

2

1,665

1

1,136

1

Asset impairment charges

6,138

6

4,047

3

1,233

1

Restructuring charges





1,383

1





Total operating expenses

54,305

57

53,591

40

44,670

29

Loss from operations

(41,955

)

(44)

(29,041

)

(22)

(4,180

)

(3)

Other income (expense), net

566

1

(812

)

(1)

(765

)



Benefit from (provision for) income taxes

(86

)



1,812

1

(1,902

)

(1)

Net loss

(41,475

)

(43)

(28,041

)

(21)

(6,847

)

(5)

Net (income) loss attributable to noncontrolling interests

8



(13

)



(116

)



Net loss attributable to NeoPhotonics Corporation

$

(41,467

)

(43%)

$

(28,054

)

(21%)

$

(6,963

)

(5%)

Years Ended December 31, 2008 and 2009

Revenue

Years ended December 31,

Change

(in thousands, except percentages)

2008

2009

Amount

%

Revenue

$

133,989

$

155,062

$

21,073

16%

Total revenue increased by $21.1 million from 2008 to 2009,
representing a 16% increase. The increase in revenue was primarily attributable to a $33.5 million increase in revenue from our customers in China. The increase in revenue from customers in China was primarily due to increased demand for our speed,
agility and access products resulting from the 3G wireless buildout, partially relating to the economic stimulus program in China, as well as our launch of new products in 2009. The increase in revenue from customers in China was partially offset by
lower revenue from other regions of the world, primarily due to a decrease in revenue in the United States and Japan of $7.9 million from 2008 to 2009. The lower demand in the United States and Japan was primarily driven by lower capital
spending by service providers given recessionary economic conditions in 2009.

Cost of goods sold increased by $5.1 million, primarily due to an
increase in sales volumes and higher sales of our higher cost PIC products, offset by efficiencies obtained in the manufacturing process, including higher wafer yields due to design improvements, reduced testing needed for more mature product
offerings and improved manufacturing utilization. In addition, expense related to excess and obsolete inventories increased by $1.1 million from 2008 to 2009, primarily as a result of integrating our cable product portfolio during 2009. Similarly,
the improvement in gross margin is primarily attributable to these impacts.

Operating expenses

Years ended December 31,

2008

2009

Change

(in thousands, except percentages)

Amount

% ofrevenue

Amount

% ofrevenue

Amount

%

Research and development

$

21,480

16%

$

17,266

11%

$

(4,214

)

(20%)

Sales and marketing

10,435

8

9,587

6

(848

)

(8)

General and administrative

14,581

11

15,448

10

867

6

Amortization of purchased intangible assets

1,665

1

1,136

1

(529

)

(32)

Asset impairment charges

4,047

3

1,233

1

(2,814

)

(70)

Restructuring charges

1,383

1





(1,383

)

(100)

Total operating expenses

$

53,591

40%

$

44,670

29%

$

(8,921

)

(17)

Research and development expense

Research and development expense decreased by $4.2 million from 2008 to 2009, representing a 20% decrease. This was primarily due to several factors, such as
strategic reductions in spending, including a $2.0 million reduction in employee costs. This reduction in employee costs resulted from our reduction in workforce implemented at the end of 2008. In addition, the decrease was due to a reduction in
development and prototype expenses of $1.3 million, redeployment of resources from research and development to manufacturing of $0.5 million and lower depreciation charges of $0.4 million during 2009.

Sales and marketing expense

Sales and marketing expense
decreased by $0.8 million from 2008 to 2009, representing an 8% decrease. This decrease was primarily due to $0.6 million in lower external sales commissions expense and a $0.3 million reduction in employee costs resulting from our reduction in
workforce

implemented at the end of 2008, partially offset by an increase in bad debt expense of $0.2 million due to higher defaults of regional foreign cable TV customers in 2009.

General and administrative expense

General and
administrative expense increased by $0.9 million from 2008 to 2009, representing a 6% increase. This was primarily due to an increase in accounting, consulting and advisory costs of $0.4 million and an increase in employee expenses of $0.3 million,
due to an increase in incentive-based compensation expense, partially offset by reduced salary-related expense resulting from our reduction in workforce implemented at the end of 2008.

Amortization of purchased intangible assets

Amortization of
purchased intangible assets decreased by $0.5 million from 2008 to 2009 due to the impairment of intangible assets recognized in 2008 as a result of our decision to discontinue development of a product relating to our acquisition of Paxera
Corporation. The impairment resulted in lower amortization of purchased intangible assets in 2009.

Asset impairment charges

In 2008, we recognized $4.0 million of asset impairment charges as a result of the discontinuation of the production of a tunable laser product and in 2009, we
recognized $1.2 million of asset impairment charges, primarily related to the agreement to sell our ownership interest in Archcom.

Restructuring
charges

During the third quarter of 2008, we initiated a restructuring plan as part of a companywide cost saving initiative aimed to reduce
operating costs by moving manufacturing operations from the United States to our primary subsidiary in China. We recorded $1.3 million of expense for severance costs resulting from involuntary termination of employees located in the United States
and China and $0.1 million of expense related to a facility closure. We did not incur any restructuring charges in 2009.

Other income (expense), net

Years ended December 31,

2008

2009

Change

(in thousands, except percentages)

Amount

% ofrevenue

Amount

% ofrevenue

Amount

%

Interest income

$

448

 %

$

345

%

$

(103

)

(23%)

Interest expense

(1,692

)

(1)

(1,046

)

(1)

646

38

Other income (expense), net

432



(64

)



(496

)

(115)

Total

$

(812

)

(1%)

$

(765

)

(1%)

$

47

6

Interest income decreased by $0.1 million from 2008 to 2009. While we
maintained higher cash balances in 2009, our cash was invested in money market funds with lower interest rates in 2009, but was invested in higher yielding short-term investments for part of 2008.

Interest expense decreased by $0.6 million from 2008 to 2009 primarily as a result of paying off one of our term loans in 2008, amortization of debt issuance costs
on our U.S. term loans and a lower average balance outstanding under our lines of credit in China in 2009, as compared to 2008.

Other income (expense), net changed by $0.5 million from 2008 to 2009 primarily due to our subsidiaries in China
realizing more foreign currency transaction gains on transactions denominated in U.S. dollars in 2008 when the RMB appreciated against the U.S. dollar.

Benefit from (provision for) income taxes

Years ended December 31,

(in thousands, except percentages)

2008

2009

Change

Benefit from (provision for) income taxes

$

1,812

$

(1,902)

$

(3,714

)

Effective tax rate

(6.1%)

38.5%

The effective tax rate was negative 6.1% for 2008, compared with an effective tax rate of 38.5% for 2009. The income tax benefit for
2008 primarily resulted from amortization of a deferred tax liability of $1.3 million relating to intangible assets in a foreign subsidiary and the recognition of refundable U.S. research and development credits of $0.2 million. In 2009, we incurred
tax expense despite a consolidated loss before income taxes, primarily due to foreign income taxes paid based on profits realized by our foreign subsidiaries of $1.2 million and withholding taxes on royalties received from our foreign subsidiaries
of $0.8 million.

Years Ended December 31, 2007 and 2008

Revenue

Years ended December 31,

Change

(in thousands, except percentages)

2007

2008

Amount

%

Revenue

$

95,825

$

133,989

$

38,164

40%

Revenue increased by $38.2 million from 2007 to 2008, representing a
40% increase. The increase was primarily attributable to an increase in sales of our access and agility products, specifically our PIC products. As our customers begin transitioning to systems for higher speed networks, our PIC products are designed
to provide a cost-effective integrated solution. The demand for our access and agility products was stronger in China. Revenue from customers in China accounted for $26.7 million, or 70%, of the increase in revenue from 2007 to 2008, with the
balance of the growth primarily due to higher demand in the United States, Europe and other countries in Asia.

Cost of goods sold and gross margin

Years ended December 31,

2007

2008

Change

(in thousands, except percentages)

Amount

% ofrevenue

Amount

% ofrevenue

Amount

%

Cost of goods sold

$

83,475

87%

$

109,439

82%

$

25,964

31%

Years ended December 31,

2007

2008

Change

Gross margin

13%

18%

5%

Cost of goods sold increased by $26.0 million from 2007 to 2008,
representing a 31% increase. The increase was primarily due to higher sales volumes. The improvement in gross margin primarily resulted from higher production capacity utilization due to higher production volumes and improvements to our
manufacturing processes.

Research and development expense decreased by $1.6 million from 2007 to 2008, representing a 7% decrease. This decrease was primarily the result of a redeployment
of resources from research and development to manufacturing during 2008, representing a reduction in research and development expense of $1.6 million and reduced spending on prototypes of $0.5 million. This was offset by an increase in
employee-related costs of $0.7 million in the first half of 2008 as additional resources were added in research and development.

Sales and marketing
expense

Sales and marketing expense increased by $0.3 million from 2007 to 2008, representing a 3% increase. The increase was primarily attributable
to bad debt expense of $0.6 million in 2008, associated with a customer that filed for bankruptcy protection during that year. Employee-related costs were relatively flat year over year.

General and administrative expense

General and
administrative expense increased by $1.4 million from 2007 to 2008, representing an 11% increase. The increase was due primarily to additional employee costs resulting from increased staffing levels early in 2008.

Amortization of purchased intangible assets

Amortization of
purchased intangible assets decreased by $0.2 million from 2007 to 2008 due to the impairment of intangible assets recognized in 2008.

Asset
impairment charges

In 2007, we recognized $6.1 million of asset impairment charges relating to a defect in one of the products acquired through a
business acquisition, as compared to the $4.0 million recognized in 2008 related to the discontinuation of a tunable laser product, also acquired through an acquisition.

Restructuring charges

In 2008, we recognized $1.4 million of
restructuring charges associated with moving our manufacturing operations from the United States to our primary subsidiary in China. We did not incur any restructuring charges in 2007.

Interest income decreased by $1.0 million from 2007 to 2008, due
primarily to the lower yields on investments we held and lower average cash balances in 2008. In 2007, we invested in short-term investments, primarily U.S. government notes, and in 2008, we sold these investments and held our cash in money market
funds, which yielded comparatively lower interest rates.

The increase in interest expense of $0.4 million from 2007 to 2008 was due to additional debt
in 2008 related to the U.S. loan and security agreement we entered into in December 2007.

Other income, net increased by $0.1 million from 2007 to 2008
primarily related to additional foreign exchange gains recognized by our subsidiaries in China resulting from more transactions denominated in U.S. dollars.

Benefit from (provision for) income taxes

Years ended December 31,

(in thousands, except percentages)

2007

2008

Change

Benefit from (provision for) income taxes

$

(86

)

$

1,812

$

1,898

Effective tax rate

0.2%

(6.1%)

The effective tax rate was 0.2% for 2007, and we recorded a benefit
for 2008. The change in the effective tax rate from 2007 to 2008 was primarily attributable to amortization of a deferred tax liability of $1.3 million in 2008, relating to intangible assets in a foreign subsidiary, and the recognition of refundable
U.S. research and development credits of $0.2 million in 2008.

The following tables set forth selected unaudited quarterly statements of operations data for our last six completed fiscal quarters. The information for each of
these quarters has been prepared on the same basis as the consolidated financial statements appearing elsewhere in this prospectus and, in the opinion of management, includes all adjustments necessary for the fair presentation of the results of
operations for these periods. These data should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our
operating results for any future period.

Our quarterly results reflect seasonality in the sale of our products. Historically, our product revenue in the second and third quarters is seasonally higher than
the first and fourth quarters of the calendar year. The first quarter of the year has historically been negatively affected by reduced economic activity due to Chinese New Year holidays. In the fourth quarter of the year, we have experienced reduced
economic activity due to the China National Holiday and year-end holidays in the United States and Europe. In addition, in the second half of 2009, we experienced greater than anticipated demand for our products, primarily due to the economic
stimulus program in China that partially offset the seasonality effects of our revenue in 2009. These historical patterns should not be considered a reliable indicator of our future revenue or performance.

Quarterly gross margin trends

Our gross margin has improved
over the last six quarters due primarily to several factors: as the volume of our products that we produce increases, we have been able to achieve greater cost efficiencies, which lower the cost of production; we continue to focus on the sale of
higher margin products; we are proactive in managing cost reductions through negotiations with our supply chain and continuous improvement in product design; and we pursue initiatives to increase productivity in our manufacturing process. In
addition, in the fourth quarter of 2009, we experienced a significantly higher gross margin as compared to prior quarters primarily due to unusually favorable pricing from certain suppliers and greater demand for higher margin products. The gross
margin achieved in the fourth quarter of 2009 was considered atypical due to the factors described above and our historical performance should not be considered a reliable indicator of our future performance, particularly in the short-term.

Quarterly operating expense trends

Our operating
expenses include research and development expense, sales and marketing expense and general and administrative expense. In the third quarter of 2008, we implemented a restructuring plan and recorded restructuring charges in the third and fourth
quarters of 2008. This restructuring plan reduced our operating expenses beginning in the first quarter of 2009. Additionally, in the third quarter of 2009, we recorded a bad debt expense associated with certain accounts with our smaller customers
being deemed uncollectible given the global economic environment, which was reflected in sales and marketing expense. In the future, we expect our operating expenses to increase as we enhance our product offerings, increase our sales and marketing
activities, and as we develop infrastructure necessary to operate as a public company.

Liquidity and capital resources

Since inception, we have financed our operations through private sales of equity securities and cash generated from operations and from various lending
arrangements. At December 31, 2009, our cash and cash equivalents totaled $43.4 million. Cash and cash equivalents were held for working capital purposes and were invested primarily in money market funds. We do not enter into investments for
trading or speculative purposes. We believe that our existing cash and cash equivalents, and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital
requirements will depend on many factors including our growth rate, the timing and extent of spending to support

development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced products, the costs to increase our manufacturing capacity and the continuing market
acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business,
operating results and financial condition would be adversely affected.

A customary business practice in China is for customers to exchange our accounts
receivable with notes receivable issued by their bank. From time to time we accept notes receivable from certain of our customers in China. These notes receivable are non-interest bearing and are generally due within six months, and such notes
receivable may be redeemed with the issuing bank prior to maturity at a discount. Historically, we have collected on the notes receivable in full at the time of maturity.

Frequently, we also direct our banking partners to issue notes payable to our suppliers in China in exchange for accounts payable. Our Chinese subsidiaries
banks issue the notes to vendors and issue payment to the vendors upon redemption. We owe the payable balance to the issuing bank. The notes payable are non-interest bearing and are generally due within six months of issuance. As a condition of the
notes payable lending arrangements, we are required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable balance until the notes payable are paid by our subsidiaries in China. These balances are
classified as restricted cash on our consolidated balance sheets. As of December 31, 2009, our restricted cash totaled $3.3 million.

We have
lending arrangements with several financial institutions, including a loan and security agreement with Comerica Bank in the United States, which was amended in December 2009, and several line of credit arrangements for our subsidiaries in China.

As of December 31, 2009, our loan and security agreement in the United States included the following:



An $8.0 million revolving line of credit. Amounts available under the revolving line of credit are reduced by any commercial or stand-by letters of credit issued
under the facility. As of December 31, 2009, we had outstanding $1.5 million under the revolving line of credit and a $5.0 million letter of credit issued under the facility to support a line of credit facility for our primary subsidiary in
China. The $1.5 million outstanding under the line of credit is due in December 2011. As of December 31, 2009, $1.5 million was available under the revolving line of credit.



A $9.5 million facility under which we can draw down amounts in multiple six month tranches based on our capital expenditures in the United States. Each drawdown
is due and payable in up to 30 equal monthly payments such that all amounts are repaid by June 2013. As of December 31, 2009, $1.6 million was outstanding and is due and payable in 24 equal monthly payments of principal and interest through
December 2011. As of December 31, 2009, $7.9 million was available under this facility.

Our loan and security agreement requires
us to maintain certain financial covenants, including a liquidity ratio, and restricts our ability to incur additional debt or to engage in certain transactions and is secured by substantially all of our U.S. assets, other than intellectual property
assets. As of December 31, 2009, we were in compliance with all covenants contained in this agreement.

Our primary subsidiary in China has a $5.0 million line of credit facility with a Hong Kong bank. This line of credit
agreement is supported by letters of credit issued pursuant to our U.S. loan and security agreement, as referenced above. As of December 31, 2009, $5.0 million was outstanding under this facility, and the balance was due in February 2010. Of
the $5.0 million line of credit, $4.0 million was denominated in U.S. dollars with an interest rate of 3.38% and $1.0 million was denominated in RMB with an interest rate of 5.31%. As of March 31, 2010, we had repaid the $5.0 million line of
credit in full and reborrowed $2.0 million at the same interest rate.

In addition to the $5.0 million line of credit facility for our primary subsidiary
in China referenced above, our subsidiaries in China also have short-term line of credit facilities with several banking institutions. These short-term loans have an original maturity date of one year or less as of December 31, 2009.
Amounts requested by us are not guaranteed and are subject to the banks funds and currency availability. The short-term loan agreements do not contain financial covenants and one such loan agreement is secured by our main manufacturing
facility in China. As of December 31, 2009, we had an aggregate of $14.6 million of short-term loans outstanding. All the short-term loans bear the same interest rate of 5.31%.

In 2007,
net cash used in operating activities was $29.4 million. Cash used in operating activities primarily related to payments to suppliers and employees in excess of cash received from our customers from the sale of our products. During the year ended
December 31, 2007, we recognized a net loss of $41.5 million; however, that net loss incorporated non-cash charges, including depreciation and amortization of $12.5 million, asset impairment charges of $6.1 million, stock-based compensation
expense of $1.3 million and we recorded non-cash increases to our asset reserve accounts of $2.9 million. In addition, we spent an additional $8.3 million in cash in 2007 to increase our inventories in anticipation of expected increases in sales
volumes.

In 2008, net cash used in operating activities was $15.3 million. Cash used in operating activities primarily related to payments to suppliers
and employees in excess of cash received from our customers from the sale of our products. Although we experienced a 39.8% increase in revenue from 2007 to 2008, our accounts receivables increased by 50.9%, or $15.3 million, primarily due to growth
in our international receivables, which typically have longer payment terms. During the year ended December 31, 2008, we recognized a net loss of $28.0 million; however, that net loss incorporated non-cash charges, including depreciation and
amortization of $13.5 million, asset impairment charges of $4.0 million and stock-based compensation expense of $1.1 million. Our uses of cash were partially offset by reduced inventories resulting from improved inventory turns and extended payment
terms to suppliers, as evidenced by an increase in our accounts payable and accrued and other liabilities.

In 2009, net cash provided by operating activities was $11.8 million. Cash provided by operating activities primarily
related to cash receipts from customers in excess of cash payments to our employees and suppliers. During the year ended December 31, 2009, we recognized a net loss of $6.8 million; however, that net loss incorporated non-cash charges,
including depreciation and amortization of $13.6 million, asset impairment charges of $1.2 million and stock-based compensation expense of $1.0 million and we recorded non-cash increases to our asset reserve accounts of $1.9 million. We experienced
a 15.7% increase in revenue from 2008 to 2009, primarily relating to international customers, whose receivables typically have longer payment terms and therefore our accounts receivables increased by 9.8% or $5.4 million. Our uses of cash were
partially offset by reduced inventories resulting from continued improvement in our inventory turns and extended payment terms to suppliers as evidenced by an increase in our accounts payable and accrued and other liabilities.

In 2007, we used $11.0
million of cash for investing activities. We used $12.9 million of cash for the purchase of additional machinery and equipment to support our research and development efforts and manufacturing activities and costs related to the implementation of
new enterprise resource planning software, partially offset by $1.9 million of cash provided by the maturities of short-term investments, net of purchases.

In 2008, we used $6.7 million of cash for investing activities. We used $11.1 million of cash for the purchase of property and equipment, primarily associated with
expansion of our manufacturing operations in China, partially offset by $4.1 million of cash provided by the sales and maturities of short-term investments.

In 2009, we used $6.0 million of cash for investing activities, comprised of $4.6 million of capital expenditures associated with the purchase of machinery and
equipment and software to enhance and support our manufacturing operations, an increase of $1.8 million in restricted cash associated with our notes payable in China, partially offset by $1.0 million of cash provided by the sale of property, plant
and equipment and the expected sale of Archcom. In 2010, we expect our cash payments for capital expenditures to be between $15 million and $20 million primarily to expand capacity in our wafer fabrication facility and other manufacturing
operations.

Financing activities

Our financing
activities consisted primarily of proceeds from the issuance of preferred stock and activity associated with our various lending arrangements.

In 2007,
our financing activities provided $3.8 million in cash. We received $5.5 million in cash from net borrowings associated with our bank loans, offset in part by $2.1 million of net payments of our notes payable.

In 2008, our financing activities provided $36.6 million in cash, primarily resulting from $31.1 million of cash from the issuance of preferred stock and $5.8
million in cash from net borrowings associated with our bank loans.

In 2009, our financing activities provided $9.0 million in cash, primarily resulting
from $8.9 million of cash proceeds from the issuance of preferred stock and $5.2 million of net proceeds

from notes payable. Our proceeds were offset by $5.1 million of net payments on our outstanding bank loans.

Contractual obligations and commitments

The following
summarizes our contractual obligations as of December 31, 2009:

Payments due by period

Total

Less than1 Year

1-3 Years

3-5 Years

More than5 Years

Short-term loans and notes
payable(1)

$

28,341

$

28,341

$



$



$



Debt
obligations(2)

8,147

6,035

2,112

Operating
leases(3)

4,330

1,748

2,574

8



Purchase
commitments(4)

6,031

6,031







Asset retirement
obligation(5)

1,000



1,000





47,849

42,155

5,686

8



Expected interest
payments(6)

1,170

1,066

104





Total commitments

$

49,019

$

43,221

$

5,790

$

8

$



(1)

In China, we have several lending arrangements that provide short-term loans with a maturity date of one year or less and frequently we issue notes payable to our suppliers. The
notes payable are generally due within six months of issuance. The amount presented in the table represents the principal portion of the obligations. The short-term loans outstanding as of December 31, 2009 bear interest at 5.31%, which
interest rate was fixed at the time of drawdown. The notes payable are non-interest bearing.

(2)

We have several loan and security agreements in China and the Unites States that provide various credit facilities, including lines of credit and term loans. The amount presented
in the table represents the principal portion of the obligations. The debt obligations outstanding as of December 31, 2009 bear interest at rates ranging from 2.73% to 5.31% of which $3.2 million of the outstanding debt was subject to
fluctuations in interest rates, while the interest rate relating to the remaining $4.9 million was fixed as the time of the drawdown. Interest is paid monthly over the term of the debt arrangement.

(3)

We have entered into various non-cancelable operating lease agreements for our offices in China and the United States.

(4)

We are obligated to make payments under various arrangements with suppliers for the procurement of goods and services.

(5)

We have an asset retirement obligation of $1.0 million associated with our facility lease in California, which expires in December 2012. This obligation is included in other
noncurrent liabilities in the consolidated balance sheet as of December 31, 2009.

(6)

We calculate the expected interest payments based on the outstanding short-term loans and debt obligations at prevailing interest rates as of December 31, 2009.

Off-balance sheet arrangements

During the years ended December 31, 2007, 2008 and 2009, we did not have any relationships with unconsolidated organizations or financial partnerships, such as
structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and qualitative disclosures about market risk

Interest rate fluctuation risk

Our cash equivalents
consisted primarily of money market funds and interest and non-interest bearing bank deposits. The main objective of these instruments was safety of principal and liquidity while maximizing return, without significantly increasing risk. Given the
short-term nature of our cash equivalents, we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.

We are exposed to market risk due to the possibility of changing interest rates associated with certain outstanding
balances under our debt instruments. As of December 31, 2009, the interest rates on all of our outstanding debt in China were fixed at the time of drawdown, and were not subject to fluctuations. As of December 31, 2009, a portion of our
U.S. debt was based on floating rates of interest and is subject to fluctuations in interest rates. As of December 31, 2009, we had not hedged our interest rate risk.

As of December 31, 2009, we had $3.2 million outstanding under our U.S. credit facilities, of which $2.7 million was subject to fluctuations in interest rates.
As of December 31, 2009, the weighted average interest rate on the $2.7 million of outstanding principal subject to interest rate fluctuations was 2.84%. A hypothetical 10% increase in the interest rate could result in approximately $8,000 of
additional annual interest expense. The hypothetical changes and assumptions made above will be different from what actually occurs in the future. Furthermore, the computations do not anticipate actions that may be taken by our management should the
hypothetical market changes actually occur over time. As a result, actual impacts on our results of operations in the future will differ from those quantified above.

Foreign currency exchange risk

Foreign currency
exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our statement of operations. A substantial portion of our business is conducted through our subsidiaries in China whose functional currency is
the RMB. To the extent that transactions by our subsidiaries in China are denominated in currencies other than RMB, we bear the risk that fluctuations in the exchange rates of the RMB in relation to other currencies could decrease our revenue and
increase our costs and expenses. During the years ended December 31, 2007 and 2008, we recognized foreign currency transaction gains of $0.5 million and $0.8 million, respectively, and during the year ended December 31, 2009, we recognized
foreign transaction losses of $0.1 million.

We use the U.S. dollar as the reporting currency for our consolidated financial statements. Any significant
revaluation of the RMB may materially and adversely affect our results of operations upon translation of our Chinese subsidiaries financial statements into U.S. dollars. While we generate a majority of our revenue in RMB, a majority of our
operating expenses are in U.S. dollars. Therefore a depreciation in RMB against the U.S. dollar would negatively impact our revenue upon translation to the U.S. dollars but the impact on operating expenses would be less. For example, for the year
ended December 31, 2009, a 10% depreciation in RMB against the U.S. dollar would have resulted in an $11.8 million decrease in our revenue and a $1.2 million increase in our net loss in 2009.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into
hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by any
Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.

Inflation risk

Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our results of operations. Although we do not believe
that inflation has had a

material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future, particularly in China, may have an adverse affect on our levels of
gross profit and operating expenses as a percentage of revenue if the sales prices for our products do not proportionately increase with these increased expenses.

Recent accounting pronouncements

In September 2006, the
FASB issued accounting guidance on fair value measurements. This standard clarifies the definition of fair value, establishes a framework for measuring fair value within U.S. GAAP, and expands the disclosures regarding fair value measurements. In
February 2008, the FASB deferred the effective date of the guidance to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis. We adopted the fair value measurement guidance January 1, 2008, except for those items specifically deferred by the FASB, which were adopted January 1, 2009. The
adoption did not have a material impact on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the
authoritative guidance for business combinations, which establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. The guidance applies prospectively to business combinations, if any, for which the acquisition date was on or after January 1, 2009. The adoption of this
statement did not have a material impact on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the
authoritative guidance to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The guidance was effective for our fiscal year beginning January 1, 2009. The adoption of this guidance resulted in
classification changes which have been reflected in our consolidated balance sheets, statements of operations and statements of redeemable convertible preferred stock, deficit and comprehensive loss.

In May 2009, the FASB issued accounting guidance on subsequent events. This accounting guidance is effective for interim or annual periods ending after
June 15, 2009. The guidance establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it sets forth the period after
the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of the guidance did not
have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB revised the authoritative guidance for variable
interest entities, which changes how a reporting entity determines when an entity that is insufficiently capitalized or is

not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other
things, the other entitys purpose and design and the reporting entitys ability to direct the activities of the other entity that most significantly impact the other entitys economic performance. The new accounting guidance will
require a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its
involvement with a variable interest entity affects the reporting entitys financial statements. The new accounting guidance is effective for us beginning with our first interim period beginning January 1, 2010. We do not expect that the
adoption of the guidance will have a material impact on our financial position, results of operations or cash flows.

In September 2009, the FASB reached
final consensus on new revenue recognition guidance regarding revenue arrangements with multiple deliverables. The new accounting guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit
of accounting, and how the arrangement consideration should be allocated among the separate units of accounting. The new accounting guidance is effective for us beginning January 1, 2011 and may be applied retrospectively or prospectively for
new or materially modified arrangements. In addition, early adoption is permitted. We do not expect that the adoption of the guidance will have a material impact on our financial position, results of operations or cash flows.

We are a leading designer and manufacturer of
PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. The rapid growth of bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing and other multimedia, is driving
the demand for high-bandwidth products. The demand for bandwidth capacity is further intensified by the proliferation of network-attached devices, such as smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are
enabling consumers to access bandwidth-intensive content anytime and anywhere over fixed and wireless networks, including 3G, and increasingly, LTE networks.

Our products enable cost-effective, high-speed data transmission and efficient allocation of bandwidth over communications networks. We have a broad portfolio of
over 300 products, including high-speed products that enable data transmission at 10Gbps, 40Gbps and 100Gbps, agility products such as ROADMs that dynamically allocate bandwidth to adjust for volatile traffic patterns, and access products that
provide high-bandwidth connections to more devices and people over fixed and wireless networks.

Our innovative PIC technology utilizes proprietary
design elements that provide optical functionality on a silicon chip. PIC devices integrate many more functional elements than discretely packaged components, enabling increased functionality in a small form factor while reducing packaging and
interconnection costs. In addition, the cost advantages of PIC-based components are driven by the economics of semiconductor wafer mass manufacturing, where the marginal cost of producing an incremental chip is much less than that of a discrete
component.

We have research and development and wafer fabrication facilities in Silicon Valley, California which are closely aligned with our research
and development and manufacturing facilities in Shenzhen, China. We utilize proprietary design tools and design-for-manufacturing techniques to closely align our design process with our precision nanoscale, vertically integrated manufacturing and
testing capabilities. Our technology and manufacturing expertise enables us to deliver repeatable, well-characterized products at high yields. We believe our combination of component integration technology expertise, global sales channels, broad
product offerings and cost advantages from our PIC-based, vertically integrated and China-based manufacturing model provides us with key competitive advantages.

We sell our products to the leading network equipment vendors globally, including ADVA AG Optical Networking Ltd., Alcatel-Lucent SA, Ciena Corporation (including
its recent acquisition of Nortels Metro Ethernet Networks business), Cisco Systems, Inc., FiberHome Technologies Group, ECI Telecom Ltd., Telefonaktiebolaget LM Ericsson, Fujitsu Limited, Harmonic, Inc., Huawei Technologies Co., Ltd.,
Mitsubishi Electric Corporation, NEC Corporation, Nokia Siemens Networks B.V. and ZTE Corporation. We refer to these companies as our Tier 1 customers. According to Infonetics, the top 12 optical network hardware vendors supplied over 90% of the
worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1 customers. In 2009, we had revenue of $155.1 million and a net loss of $6.8 million. We have grown our revenue at a 45.1% compounding annual growth
rate, or CAGR, from 2005 to 2009 due to organic growth and acquisitions.

Network traffic is continuing to experience rapid growth driven primarily by bandwidth-intensive content, such as HD and 3D video, music, social networking, video
conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices, including smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers
to access content at increasing data rates anytime and anywhere. The growing widespread use of IP-based video, including user-generated video, IPTV, streaming web video, video conferencing and mobile video, enabled by 3G and increasingly by LTE
networks, has especially contributed to the growth in network traffic and placed significant strains on existing communications networks. According to Ciscos Visual Networking Index, global IP-based traffic is expected to grow from 14.7
petabytes per month in 2009 to 55.6 petabytes per month in 2013, representing a 39.3% CAGR over such period.

Competition amongst service providers has
intensified due to the increasing overlap of service offerings, including voice, video, broadband and mobile offerings among service providers, as well as continued consolidation in the industry. The role of service providers has evolved from
delivering simple, discrete communications services to delivering full suites of services. This increased level of convergence, coupled with the growing demand for bandwidth capacity, has resulted in complex communications networks strained by
multiple bottlenecks. As a result, service providers have become larger, with increasingly complex requirements that their supply chain must address. These service providers require fewer and larger network equipment vendors who provide systems with
technologies that support interoperability of multiple communications protocols, have the capacity to meet the demands of service providers in each geography where they operate and meet their ongoing total cost of ownership requirements.

Despite the increasing number and quality of services being delivered, competition and consolidation among services providers continues to pressure average revenue
per user. Service providers have been seeking to improve profitability by utilizing scalable, low-cost, high-bandwidth solutions. Additionally, service providers are utilizing new architectures that enable them to deploy more bandwidth capacity
closer to end users. Optical fiber is increasingly becoming the technology of choice across these networks due to its low cost-per-bit advantage.

Optical networking has emerged as a key technology to support the increasing demand for bandwidth capacity due to its ability to provide the speed, agility and
access required by service providers. We believe the growth in bandwidth-intensive traffic, the proliferation of network-attached devices and the continued deployment of optical technologies deeper and closer to the edge of communications networks
has created a multi-billion dollar market opportunity for high-performance optical systems. For example, optical fiber is currently used across communications networks, such as wireless backhaul, fiber-to-the-home, cable and transport. According to
Infonetics, global optical network hardware revenue is projected to increase from $13.4 billion in 2009 to $16.7 billion in 2013.

As service providers
consolidate, they increasingly demand fewer and larger suppliers, which requires network equipment vendors to increase their scale and manufacturing capabilities. As a result, the optical network hardware vendor landscape has continued to evolve and
consolidate to meet this demand and continues to provide increasingly cost-effective solutions to their service provider customers. According to Infonetics, the top 12 of these vendors supplied over 90% of the worldwide market for optical network
hardware in 2009.

China has become an increasingly important geography in the telecommunications equipment industry and local suppliers
have emerged as market share leaders over the last several years. For example, Huawei Technologies has become a leading global competitor to North American and European incumbents. According to Infonetics, Huawei Technologies was the leader in the
optical network hardware market with a 21.9% market share in 2009, compared with a 14.2% market share in 2007. In addition, given the availability of cost-efficient manufacturing and support infrastructures and qualified engineering talent that the
Chinese market provides, North American and European network equipment vendors have increasingly shifted their operations to China.

Challenges
faced in communications networks

Existing communications networks face many challenges, including:



Delivering high-bandwidth, high-speed communications networks at low costs. Traditional service provider networks were not designed
for the current and anticipated levels of network traffic. To address rapidly growing traffic demands, service providers have been forced to augment their existing networks with additional network elements to deliver increasing levels of bandwidth
capacity. Most currently available bandwidth solutions from network equipment vendors are unable to efficiently leverage existing infrastructure and instead require new network deployments or wholesale replacement of existing optical fiber
infrastructure, thereby increasing network complexity and cost and potentially degrading network performance.



Achieving high levels of integration. Network equipment vendors need to address multiple inter-related customer requirements
including power consumption, operating temperature and physical size, while also meeting stringent demands for product performance, spectral efficiency, reliability and cost. These have traditionally been addressed through interconnecting multiple
discrete components which results in a high degree of complexity within optical systems. Additionally, solutions that interconnect discrete components are challenged to efficiently deliver bandwidth at high data rates, such as 40Gbps and 100Gbps,
because they are less reliable and have difficulty mitigating signal distortion that arises when operating at higher data rates. Given the fragmented nature of these discrete systems and the challenges they have transmitting at high speed, we
believe they are unable to reliably and cost-effectively address the escalating requirements of network equipment vendors and, in turn, their service provider customers.



Ensuring compatibility with existing networks. Approaches to increasing bandwidth capacity that are not backward compatible with
existing infrastructure are not attractive to service providers. Certain PIC structures are not compatible with existing networks, creating, what we believe to be, high cost barriers to adoption.

Given these challenges, we believe that existing discrete optical solutions and alternative PIC-based solutions are sub-optimal and do not allow service providers
to cost-effectively deliver scalable bandwidth to their customers. We believe this provides multiple opportunities for vendors that provide PIC-based modules and subsystems that address these challenges.

We are a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. We offer a broad
portfolio of products that are critical in enabling speed, agility and access across communications networks.

Simplifying communications networks implementation through large scale integration. We are able to simplify communications networks
deployments by delivering high levels of functional integration through our PIC solutions, which combine multiple discrete elements, in some cases over 100 elements on a single silicon chip. Our PIC-based approach enables us to deliver the increased
performance, reliability and power efficiency in our modules and subsystems necessary for 100Gbps, while also reducing cost and physical size to allow complex ROADM modules. We have developed PIC-based products that achieve the increased
performance required to migrate networks from 10Gbps to 100Gbps, that provide network agility through cost-effective ROADM modules and that enable network access in outside plant PON installations and wireless backhaul deployments.



Enabling acceleration of time-to-market for network equipment vendors. We believe our technology is attractive to leading service
providers and network equipment vendors because it enables them to implement new features and scale network capacity rapidly, cost-effectively and predictably to meet demanding time-to-market requirements. Our products are developed using
proprietary PIC-based design elements, which are similar in concept to standard cells used in the semiconductor industry, have standardized interfaces, provide well-characterized performance and are designed and tested for manufacturability. These
elements can be used as fundamental building blocks to construct complex modules and subsystems. Since these elements are well-characterized, our design process can be accomplished efficiently and with fewer cycles, often by utilizing software
similar to electronic design automation tools used in the semiconductor industry. This enables us to meet our customers demanding time-to-market requirements with predictable performance.



Satisfying our customers quality and volume requirements. We believe we are one of the highest volume PIC manufacturers in
the world and have the ability to grow our capacity to meet increasing customer demand. Our Silicon Valley and China-based manufacturing facilities utilize proven semiconductor manufacturing techniques, such as statistical processing control and
wafer scale fabrication, which enable us to provide repeatable, well-characterized performance at nanoscale tolerances with high yields. We innovate and design for performance, reliability and manufacturability by closely integrating our design
processes with our precision manufacturing and testing capabilities.

Leading provider of PIC technology. We believe we are one of the highest volume PIC manufacturers in the world, and our
differentiated PIC technology is a key enabler for delivering the speed, agility and access necessary to meet the increasing performance requirements of high-speed communications networks, including 100Gbps, at low costs. We are able to perform
large scale integration of multiple functions at nanoscale tolerances through our design expertise and semiconductor manufacturing process capabilities. By using monolithic and hybrid integration techniques, we are able to combine the materials
necessary to perform several functions on a single chip. We believe this differentiated approach to PIC technology is critical for the deployment of cost-effective, high-speed communications networks. Certain of our PIC-based products are designed
to provide the performance necessary for transmission of data at 100 Gbps, others integrate many different functional elements to provide network agility through cost-effective ROADM modules and still others are used to provide high-bandwidth
connections in access networks, including outside plant PON installations and wireless backhaul deployments.



Tier 1 global customer base and leading supplier to fast growing Asian markets. We are focused on serving our global Tier 1
customer base of network equipment vendors. According to Infonetics Research, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1
customers. From 2003 to 2009, we increased our aggregate number of design wins by product family with our Tier 1 customers from 3 to 80. For example, we are a leading supplier of high-performance optical modules and subsystems to Huawei
Technologies. According to Infonetics, Huawei Technologies had the leading market share with 21.9% of the optical network hardware market in 2009. We also believe we are a leading supplier to optical network equipment vendors in Asia. According to
Infonetics, the market in Asia has experienced a CAGR of 13.2% from 2006 to 2009 and is anticipated to reach $5.7 billion by 2013. We believe the rapid growth in Asia is driven by infrastructure investment in China and the success of Chinese
companies worldwide.



Broad portfolio of products that address bandwidth bottlenecks across various network segments. Our products range from single
function devices to modules and subsystems that enable speed, agility and access across communications networks, such as wireless backhaul, fiber-to-the-home, cable and transport. We believe our extensive product portfolio will help us to expand our
preferred status within our Tier 1 customer base.



Global, vertically integrated volume manufacturing platform. Our vertically integrated design and manufacturing process in the
United States and China encompasses all steps from wafer design and fabrication to module and subsystem assembly and test, and allows for rapid iterations in the development cycle and shorter time-to-market for our products. We believe this gives us
the ability to innovate throughout the design and manufacturing process, which enhances our ability to meet changing customer requirements, refine production processes and shorten product development cycles. We strive to optimize production output
for high yield based on established semiconductor industry techniques, including the use of online production data systems and statistical analysis tools, to meet customer specifications, minimize cost and maximize throughput. Our operations in
Shenzhen, China and Silicon Valley, California

complement one another to consistently provide high-quality PIC design and precision manufacturing, as well as continuous product improvement through cross-border research and development. In
addition, our presence in Shenzhen aligns with the migration of manufacturing by network equipment vendors to Asia. We believe we are one of the highest volume PIC manufacturers in the world and will have the ability to grow our capacity to meet
increasing customer demand.



Strong knowledge base and extensive intellectual property portfolio. We have a significant intellectual property portfolio
relating to PIC design and fabrication, methods for assembly and packaging and other product designs and technologies. In addition, we employ more than 400 personnel dedicated to research and development, process development and manufacturing
engineering in the United States and China, including more than 30 professionals with Ph.D. degrees. Our research and development programs allow us to enhance our intellectual property portfolio and continuously improve our products, designs and
manufacturing processes. We work closely with our customers, as well as industry groups and service providers, to develop products and technologies to meet customers long-term product roadmaps.

Our strategy

Our goal is to become the leading global
supplier of high-performance optical technologies that enable the speed, agility and access required to support the rapid growth in traffic over communications networks. Key elements of our strategy include:



Extending our leadership in photonic integration technologies. We plan to strengthen our technology leadership and leading product
performance to accelerate design wins with our customers. Our comprehensive research and development program and our precision manufacturing capabilities enable us to enhance and extend our PIC capabilities across multiple product lines, including
40Gbps, 100Gbps, ROADM and PON products. We intend to continue providing innovative solutions in optical modules and subsystems, with an increasing emphasis on solutions with higher levels of functionality.



Strengthening our relationships with our Tier 1 customers and penetrating new customers and geographies. We intend to deepen our
relationships with our Tier 1 customers by increasing design wins in their systems, and by further collaborating to create new solutions with superior features and capabilities. From 2003 to 2009, we increased our aggregate number of design wins by
product family with our Tier 1 customers from 3 to 80. Additionally, we intend to penetrate new high-growth network equipment vendors. We also plan to continue focusing on emerging markets with rapidly growing economies, such as India, where there
is increasing need for investment in communications infrastructure to satisfy bandwidth demands.

performance. We intend to continue to develop our comprehensive quality control processes through the use of our statistical and automated information systems.



Extending our product portfolio into additional segments of the network. Given the demonstrated performance and reliability of our
PIC-based products, we intend to leverage our technology to take advantage of new opportunities within communications networks. In extending our product portfolio, we seek to develop products that leverage our technology and process capabilities,
support our customers long term investments and enable them to fulfill service provider roadmaps for speed, agility and access in their networks.



Pursuing opportunistic acquisitions. Historically, we have used acquisitions to expand our technology capabilities and grow our
customer base. We regularly evaluate potential acquisition opportunities and intend to opportunistically pursue acquisitions that we believe provide complementary technology and can help accelerate our growth and market position.

Technology

We have developed
extensive expertise in the design, large-scale fabrication, high-volume module manufacturing and commercial deployment of our PIC products and technologies. The process of designing and manufacturing PICs in high volume with predictable,
well-characterized performance and low manufacturing costs is complex and multi-faceted. We believe we have been able to develop the technologies that address and solve a range of interrelated problems that enable the efficient design and
manufacture of complex, high-performance components, modules and subsystems for fiber optic networks. The basic elements of our technology are as follows:

Photonic integrated circuits (PICs). We have developed a set of proprietary design elements that provide optical functionality on a
silicon chip. We utilize micron and sub-micron scale structures of multiple precision-doped silica planar waveguides to fabricate functional elements such as integrated optical filters, switches and variable attenuators. Through increasing the level
of material doping in our planar waveguides, we decrease the size of our functional elements, thereby creating a path for larger scale integration of multiple elements in the same chip area. Depending on the customer engagement, we manufacture
individual elements into products and, more often, we integrate these functional design elements into optical circuits to achieve a desired functionality and specification that is incorporated in our products. In addition, we fabricate optical micro
electro-mechanical mirrors by precision etching of silicon-based wafers for use singly or in arrays to provide optical functions, such as attenuation and switching, for applications where high performance is required.

Hybrid PIC integration. Through precise fabrication and positioning of physical features, we can integrate PIC devices fabricated on
separate wafers out of different materials, matching the material to the function to improve performance attributes and reduce production costs. Our hybrid integration allows us to integrate active devices, such as photodiodes, with high-performance
passive devices, such as switches, routers and filters, to provide the desired network functions on a single PIC.

Hardware and firmware
integration. We also sell our products as modules and subsystems which contain electronic hardware and firmware control that can be interfaced directly with customer systems. We design the electronic hardware and develop
the firmware to integrate these with our optical products to meet customer specifications.

Fabrication and manufacturing processes. We have developed extensive expertise in the
technology domains important for high-volume fabrication and manufacturing of our PIC products with wafer-scale processes, including the complex interaction of electro-optic, thermal-optic and mechanical micro-thermal features. These products
consist of precision-doped materials, with dimensions controlled to nanoscale tolerances, which we continue to optimize to achieve consistent high manufacturing yields and high performance. To achieve this optimization, we have developed and
characterized all of our complex manufacturing steps. These processing steps are analogous to the semiconductor industry and include repeated deposition, lithography and etch, precision materials doping, metrology and inspection, with feedback
methodologies for continuous process control. Each PIC element is tested and characterized using our proprietary equipment before incorporation into our products.

Circuit design and design-for-manufacturing tools. We utilize a comprehensive set of proprietary as well as industry standard software
design tools, which permit us to model relevant geometries, dimensions and thermal management for a broad range of photonic devices, which then allows us to develop products with minimal design iterations and to manufacture to a wide range of
specifications. The effects of small performance variations for an individual photonic device are critical in integrated photonics, because performance variations accumulate over the full array of a PIC, which can contain multiple elements. These
issues necessitated our development of a full suite of sophisticated software tools for device design and characterization, coupled with repeatable, narrowly-defined manufacturing processes across multiple process steps.

We
have a broad portfolio of over 300 products, including high-speed products that enable data transmission at 10Gbps, 40Gbps and 100Gbps, agility products such as ROADMs that dynamically allocate bandwidth to adjust for volatile traffic patterns, and
access products that provide high-bandwidth connections to more devices and people over fixed and wireless networks. Our products are categorized in 34 product families.

Speed

Speed refers to the ability to transmit data at
high data rates. A key limitation of network capacity is the amount of data that can be transmitted through a single fiber from one point to another. Therefore, high speed transmission networks carry a larger amount of data from point to point in
less time. To address this limitation, we have a portfolio of products enabling data transmission at speeds of 2.5Gbps, 10Gbps, 40Gbps and 100Gbps, shown below.

Product category

Product description and key attributes

Representative product

Transceivers

Transmits data into or receives data from optical fiber

Transmission speeds from 1.25Gbps to 10Gbps

SFP, XFP, XFP-E and SFP+ form
factors

2 to 80 kilometer
transmission distances

Arrayed waveguide multiplexers

Combines or separates from 4 to 88 different optical wavelength channels on a single optical fiber

33GHz to 100GHz channel spacing

Manages wavelength differences for channel
separation

Coherent mixers

Decodes multiple signals transmitted on the same optical wavelength by comparison to an external laser

Used to prepare optical signals for detection

For use in 40Gbps and 100Gbps
systems

DQPSK demodulators

Decodes multiple signals transmitted on the same optical wavelength by comparison to a time-delayed version of the incoming signal

Agility refers to the tunability and re-configurability of products to support efficient bandwidth allocation for the rapidly growing and dynamically changing
traffic patterns over communications networks. We provide a portfolio of products that enable network agility, shown below.

Product category

Product description and key attributes

Representative product

ROADMs and OADMs

Optical add and drop multiplexers that dynamically or statically remove or add individual optical wavelengths from a single optical
fiber

 ROADM, VMUX and other
OADM configurations

 30 to 48
wavelengths

 Optional features
include monitoring, power management, and switching

Arrayed waveguide gratings (AWG)

Combines or separates multiple different optical wavelengths on a single optical fiber

Access refers to the ability to provide high-bandwidth connections to more devices and people over fixed and wireless networks. We offer a portfolio of products for
wireless backhaul applications, fiber-to-the-home network standards and point to point networks, shown below.

Transmitters, receivers, amplifiers and compact optical receiver nodes for outdoor and indoor use

Regular and high definition video
delivery

Digital data and internet
over cable, or DOCSIS 3.0, transmission

Customers

We focus on a global customer base of network equipment vendors who we refer to as our Tier 1 customers. These customers include:

ADVA AG Optical Networking Ltd.

Alcatel-Lucent SA

Ciena Corporation

Cisco Systems, Inc.

ECI Telecom Ltd.

Telefonaktiebolaget LM Ericsson

FiberHome Technologies Group

Fujitsu Limited

Harmonic, Inc.

Huawei Technologies Co., Ltd.

Mitsubishi Electric Corporation

NEC Corporation

Nokia Siemens Networks B.V.

ZTE Corporation

According to Infonetics, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. We sell our
products to all of these vendors, as well as numerous other customers worldwide.

We calculate the percentage of our total revenue attributable to
specific customers based on direct sales to such customer. In 2007, 2008 and 2009, our ten largest customers accounted for 61.3%, 70.7% and 82.9%, respectively, of our total revenue. In 2007, 2008 and 2009, sales to Huawei Technologies accounted for
16.1%, 33.9% and 52.9%, respectively, of our total revenue, while sales to Mitsubishi accounted for 12.5% of our total revenue in 2007 and 12.4% of our total revenue in 2008. Sales to Mitsubishi accounted for less than ten percent of our total
revenue in 2009. During these periods, no other customer accounted for more than ten percent of our total revenue. We believe the growing concentration of our sales to Huawei Technologies is in part related to Huawei Technologies accelerating
growth and our position as one of its core optical suppliers. According to Infonetics, Huawei Technologies has grown from a 14.2% market share of the optical network hardware market in 2007 to a 21.9% market share in 2009.

We focus on increasing our penetration of our Tier 1 customers by adding design wins across our product families. From 2003 to 2009, we increased our aggregate
number of design wins by product family with these customers from 3 to 80. Additionally, we plan to continue to develop relationships and achieve design wins with new and existing high-growth customers.

Sales and marketing

We operate a sales model that focuses
on direct alignment with our customers through close coordination of our sales, product engineering and manufacturing teams. Our sales and marketing organizations support our strategy of increasing product penetration with our Tier 1 customers

while also serving our broader customer base. Our sales cycles typically require a significant amount of time and a substantial expenditure of resources before we can realize revenue from
the sale of products. The length of our sales cycle, from initial request to design win, is typically 6 to 12 months for an existing product and 18 months or longer for a new product.

Our sales process involves collaboration and regular discussion with our customers early in their design cycles to implement new product development
programs. Our sales organization facilitates these activities by working closely with our product engineering managers and design teams to conduct periodic engineering reviews and program reviews with counterparts at our customers. We
believe that these extensive collaborative engineering activities provide us valuable insight into our customers broader and longer term needs.

We
employ a direct sales force in the United States, China, Israel and the European Union. These individuals work closely with our product engineers, and product marketing and sales operations teams, in an integrated approach to address our
customers current and future needs. We believe we are well positioned to capitalize on the migration of our customers operations to China, where our large Shenzhen-based sales and engineering staff is able to closely and effectively
support our customers. We also engage independent commissioned representatives and distributors worldwide to further extend our global reach. We expect to continue to add sales and related support personnel as we grow our business.

Our marketing team focuses on product strategy, product development, roadmap development, new product introduction processes, program management,
product demand stimulation and assessment, and competitive analysis. Our marketing team also seeks to educate the market about our products by communicating the value proposition and product differentiation in direct customer interactions and
presentations and at industry tradeshows and at technical conferences.

Research and development

We believe our future success depends on our ability to develop new products that address the rapidly changing technology needs of our industry and which can be
manufactured at high volume and low cost. Our product development strategy is to expand the performance and reliability of our products by increasing functionality, notably through higher PIC content, in an expanding set of modules and subsystems,
thus displacing alternative solutions that are more expensive, larger and less reliable.

Our research and development team comprises engineers with
expertise in the areas of photonics, optical design, electronics, software, subsystem and module design, systems engineering and high-volume manufacturing. We have a rigorous product development process, with such steps as sampling and engineering
verification, design verification testing and volume production verification. In order for a product to move to the next step in the process, it must pass through a gate, or a series of checks to verify both technical and commercial
performance. For example, our research and development activities incorporate manufacturing considerations to help ensure the high-volume and cost-effective manufacturability of our products, which are verified at each gate.

We have dedicated new product development and product sustaining engineering teams in Silicon Valley, California and Shenzhen, China. In our Silicon Valley
facilities, we conduct PIC research, development and product roadmap definitions. In our Shenzhen facilities, we conduct new product development, manufacturing and process engineering, quality control and continuous

improvement and cost reduction relating to product manufacturing, assembly and test. We believe our ability to leverage lower cost engineering in China with our research and development
capability in Silicon Valley provides us with a global technical competitive advantage.

We have invested and expect to continue to invest significant
time and capital into our research and development operations. Research and development expenses were $23.1 million, $21.5 million and $17.3 million in 2007, 2008 and 2009, respectively.

Intellectual property

We believe our intellectual property
portfolio is one of our key competitive advantages. We have built an extensive intellectual property portfolio both as a core part of our internal research and development and technical strategies and through our strategic acquisitions, which were
driven in part by the acquisition of intellectual property assets. Our intellectual property portfolio extends throughout our vertically integrated operations, from materials, design, integration and wafer fabrication to module and subsystem
assembly and test. Our success as a company depends in part upon our ability to obtain and maintain proprietary protections for our technology and intellectual property and prevent others from infringing these proprietary rights. To accomplish this
objective, we rely on a combination of intellectual property rights, including patent, trademark, copyright, trade secret, and unfair competition laws, as well as license agreements and other contractual protections.

We have and will file patent applications to protect our proprietary information, and will pursue such applications, as well as applications for registrations for
other intellectual property rights, as applicable. We have filed patent applications in the United States and in other countries, including Australia, Japan, Korea, China, Taiwan and certain countries in the European Union. Our patents will expire
between 2013 and 2028.

Because our U.S. patents do not afford any intellectual property protection in China, where we have substantial operations, we
also seek to secure, to the extent possible, comparable intellectual property protections in China. While we have issued patents and pending patent applications in China, portions of our intellectual property portfolio are not yet protected by
patents in China. Moreover, the level of protection afforded by patent and other laws in China may not be comparable to that afforded in the United States. See Risk factorsRisks related to our business If we fail to protect, or
incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operation could be materially harmed.

Our portfolio of patents and patent applications covers a broad range of intellectual property that encompasses over 100 different families. Our designation of
families represents what we believe are distinct technological or method developments, or in some cases, a collection of distinct technological or method developments, that are protected by one or more patents or patent applications and which we
believe are sufficiently related to warrant being grouped. Significant technology areas protected by one or more families of our patented intellectual property include:

We seek to protect our
intellectual property rights by having our employees and independent consultants enter into a confidentiality and inventions assignment agreements when they join us. Additionally, we enter into non-disclosure agreements with other third parties who
may have access to our proprietary technologies and information.

In addition, we have registered the trademark NeoPhotonics and applied for
registration of NEO in the United States.

Manufacturing, assembly and test

We believe that our vertically integrated manufacturing strategy, which extends from wafer fabrication through module and subsystem assembly and test, provides a
sustainable competitive advantage in our industry. Manufacturing of our modules and subsystems is highly complex, utilizing extensive know-how in multiple disciplines and accumulated knowledge of manufacturing processes and equipment. For example,
we employ design-for-manufacturing, advanced computer-aided simulation methods, and disciplined statistical process monitoring and controls. We believe this knowledge and experience base allows us to achieve high manufacturing yields with high
product consistency and reliability at a low overall cost.

Our vertically integrated manufacturing model uses proprietary manufacturing processes and
technologies and is based on established methods used in the semiconductor industry. Our products are constructed using hierarchical building blocks, or PIC-based elements, which are similar to standard cells used in the semiconductor industry.
These PIC-based elements are designed and tested for manufacturability and use repeated deposition, lithography and etch, precision materials doping, metrology and inspection, with feedback methodologies for continuous process control. As a result,
these elements have a well-characterized performance and standardized interfaces. These elements can be used as fundamental building blocks to construct complex modules and subsystems. Since these elements are well-characterized, the design process
can be accomplished relatively quickly and easily and with fewer cycles. We developed these proprietary processes and technologies over many years in an effort to address the major issues that had been inhibiting the development of PICs and to
provide products that differentiate us from our competitors.

Using our technology platform, we often work closely with customers during the design and
manufacturing stages. Co-location of our research and development and manufacturing teams allows our design-for-manufacturing practices to operate seamlessly. Through our vertically integrated manufacturing operations, we believe we can develop,
test and produce new products and configurations with higher performance, consistency and reliability and in less time than it would take by working with external vendors. We have developed proprietary testing

methodologies that we believe allow us to develop products in short periods of time, which enable us to introduce products to the market more quickly and capitalize on new opportunities.

We have manufacturing operations in the United States and China. Our wafer fabrication operations are located in our Silicon Valley, California
facilities and include chip design, clean room fabrication, integration and related facilities for PICs. Our manufacturing, assembly and test operations are located in our Shenzhen, China facilities, and include clean room fabrication, general
manufacturing and assembly and test operations utilizing production expertise and cost-effective volume capabilities. Our operations in Shenzhen have primary responsibility for dicing, testing, volume packaging and assembly of PIC-based products.
Our Shenzhen facilities also manufacture certain electrical, optical and mechanical parts, such as printed circuit board assemblies and photodiodes, which are incorporated into our products.